Web of Lovers
by TheAuthor300
Summary: After a fatal battle with The Green Goblin, Ava and Peter see each other in a new light. Harem story, mixed with Amazing Spider-Man, Ultimate Marvel, and Spider-Man web warriors storyline.
1. Chapter 1

**Disclaimer: Spider-Man and all associated characters are owned by Stan Lee, Marvel and Disney.**

 **The story takes place 5 years after the Helicarrier was destroyed. Unfortunately, Peter's teammates still live with him. Whether or not it is said in the story, all characters doing sexual things are 18 or older.**

 **Chapter 1**

Peter was in the kitchen studying for one of his college courses, trying to at least. He was so distracted that he couldn't even hear his own thoughts. Sam was dancing to his loud and obnoxious music and Luke was using the blender to make a new form of protein shake. Danny wasn't making noise since he was meditating, but his scented candles were atrocious. Peter groaned and dropped his head on the table. It had been 5 years since the Goblin destroyed the Helicarrier and his teammates were living with him ever since. They were staying until there was a new Helicarrier, but due to funding, it's taking longer to build. Ava walked in the kitchen and saw Peter repeatedly hit his head on the table. She rolled her eyes and went over to the refrigerator for a water. "If you keep doing that you're going to be buying a new table," Ava taunted.

Peter scowled her as she walked over to sit down, "How did you put up with them before?" Ava rubbed her chin in a mock sense, "Well, our rooms were yards apart; we had our own bathrooms and we didn't live in a small house." Peter dropped his back on the table and groaned again. Suddenly all of their communicators went off, Nick Fury appeared on their wrists. "Alright team, we have trouble, Electro is on the loose," Fury explained. Peter nodded, "We're on it." The five teenagers rushed to their rooms and put on their costumes and left the windows. Suddenly their communicators went off again. Fury appeared in a panic, "The Goblin is attacking Oscorp! Spider-Man, White Tiger, I need you to keep the Goblin busy while the others take care of Electro." Peter and Ava nodded and headed for Oscorp.

 **~~~Oscorp Warehouse~~~**

The Green Goblin hopped off of his glider and walked through the hole he blew into the wall. He grinned when he saw all the technology he could use to become stronger. He picked up one of the crates and ripped it open. A more advanced version of his gauntlet fell on the ground. The Goblin smiled and reached down to pick it up. A web zipped in front of him and yanked the gauntlet away. The Goblin turned around to see Peter and Ava standing in the hole in the wall. The Goblin growled, "You two, must you always pester me when I'm trying to work?" Spider-Man shrugged, "We're superheroes, it's our job to pester the baddies." The Goblin charged at the pair at full speed. Peter and Ava dodged The Goblin's rush. Spider-Man threw the gauntlet to the other side of the warehouse, "Go long!"

Ava caught the gauntlet and ran away from The Goblin. Enraged, The Goblin chased after her. Peter shot a web at Goblin's back and sent electricity through it. The Goblin cried out in agony. Ava threw the gauntlet back to Peter who tried to swing out of the warehouse. Goblin pushed a button on his gauntlet, making his glider come to him. He hopped on to it when it flew near him. He took out a grenade from his glider and threw it at Peter. Peter barely missed the explosion and was sent flying into a pile of crates. The Goblin smirked as he got off of the glider to retrieve his gauntlet. Ava suddenly pounced on him, clawing ferociously to prevent him from getting the gauntlet.

The Goblin growled and swatted her into the wall. He picked up the gauntlet and put it on in replacement of the old one. He charged the laser and aimed it at Ava, "Goodbye hero, it was fun." Peter groaned in pain as he sat up from the crates. His spider sense went off and he turned to where Ava and The Goblin was. He tried to get up and run but his body was too beat up for him to move quickly, "What am I gonna do?" The Goblin smirked as the gauntlet reached its full power, "Farewell." In lightning fast speed, Peter shot a web in their direction and slingshot himself over there. The Goblin fired the laser, filling the warehouse by a blinding green light.

As the smoke cleared, The Goblin gasped at the sight of what was supposed to be Ava's lifeless body. Ava opened her eyes and gasped in shock like The Goblin. In the split second before the laser was fired, Peter managed to get in front of Ava to save her. The back of Peter's costume had disintegrated and his back was chard. He collapsed and passed out on top of Ava, barely clinging to life. The Goblin smirked and aimed his gauntlet again, "Good, killing two birds with one stone."

Ava closed her eyes again, preparing for her death. Suddenly, the opposite wall crumbled. Luke, Sam and Danny ran through the smoke towards The Goblin. Luke ran to Ava and Peter, "Get him to the paramedics outside, we'll handle The Goblin." Ava nodded and scooped up Peter. She ran outside and gave Peter to the waiting paramedics. Ava was about to get in the ambulance with Peter when Nick Fury grabbed her arm. She shot a death glare at Nick who returned the look. "I'm going with him and there's nothing you can do to stop me," she said with authority. Nick didn't say anything and let her arm go. She quickly got into the ambulance and rushed off to the S.H.I.E.L.D. medical facility.

 **~~~ Several Days Later ~~~**

Peter groaned as he finally regained consciousness. He tried to open his eyes, only for them to be blinding by the light of the room. He looked around and saw that he was in some kind of hospital room. "Peter," said a mysterious voice as his vision got better. Peter made out a feminine figure sitting next to him. He looked again and saw it was Ava. "Ava," Peter said as he tried to sit up. He groaned in agony as pain shot throughout his body. Ava laid him back on the hospital bed. Peter looked down at his body, it was wrapped in layers of bandages.

She went outside of the room and talked to some people. She came back in with Luke, Sam and Danny. "Hey buddy, how ya feeling," Luke asked as he walked to Peter's side. "I'm hurting all over and I'm dressed like a mummy, I've been worse," Peter said jokingly, "What happened?" "You blocked The Goblin's blast from Ava, if it weren't for your spider healing factor you would've died," Sam explained."Yes," Peter exclaimed in triumph, "Spider powers for the win!" Everyone rolled their eyes at his comment. "Did we catch The Goblin," he asked.

Luke shook his head, "He got away after you and Ava left." Peter raised an eyebrow, Why did Ava leave with him? Sam smirked, "Yeah, she's been up here all the time you were unconscious, she's been crying her eyes out." Ava's glared at him making him shut up instantly. Peter laughed at m his friends, "So how long do I have in here?" "The doctors said with your healing factor and S.H.I.E.L.D.'s top medicine, you should be home in no more than three days," Ava said happily.

Peter smiled, "Alright! Wait, What do I tell Aunt May?" "You were hurt assisting an agent and was taken in for treatment," said Nick Fury as he walked into the hospital room. Peter couldn't believe how S.H.I.E.L.D. can handle a situation like this. "We told her and she understood, you're probably going to be pampered when you go home," Nick said smiling. "Well, we better let you get your rest, ours too, it's midnight," Luke said as he and the boys left the room.

Peter looked over at Ava who waved her friends goodbye, "You're not going with them?" She smiled sweetly, "Nah, besides I've been up here all this time." Peter's brow furrowed, "Why did you stay here with me anyway?" "You saved my life, it'd be rude not to," she reasoned. She gazed out of the window and smiled, "I can never thank you enough for that, I owe you my life, I wish I could reward you." Ava turned back to a sleeping Peter. She giggled as he snored lightly, drooling on his pillow. She leaned over and kissed him on the forehead, "My hero." She went into the bathroom and turned on the shower. Ava began to lather up, thinking of Peter.

She didn't know why, Peter was more attractive to her now. Maybe it was because he saved her. She shook her head, no he had done that before. She couldn't figure it out, she just felt so good because of him. She actually thought she was in love with him. Ava tried to shake the thoughts out of her head. "This is Parker we're talking about," she thought to herself, "Immature, stupid, sexy Parker." Her eyes widened in shock, why would she say something like that?

But she couldn't lie, Peter was very handsome. Though he had a childish personality, he was manly. She loved seeing him in his Spider-Man costume, he really did fill it out, more in some areas. She couldn't count on both hands how many times she saw his package bulge in his tights. Unconsciously, Ava's hand slid down her stomach to her cunt. She frequently admired his tight little Spidey butt in his skin tight costume. Ava did love a man with authority, someone who could take charge, Peter was that kind of man. She rubbed her clit as she thought about Peter dominating her in bed. Him kissing her forcefully as he ripped off her clothes.

She pinched her nipples thinking of Peter biting on them. She thought of his giant rod stretching her virgin pussy. Ava pushed her fingers into her wet snatch, stifling a moan. She quickly pumped her fingers in and out of her cunt as she cupped her breast, playing with her nipple. She thought of Peter ravishing her like an animal, filling her womb with his rich cum. Ava covered her mouth from moaning too loud, she couldn't let Peter or anybody else find her masturbating. She was on the threshold of an orgasm. She fiercely rubbed her clit as she purred and growled in pleasure. Her body stiffened as she came, her nerves tingling. She relaxed, taking her fingers out of her sopping pussy. It was then Ava finally accepted the fact that she was in love with Peter Parker.

 **~~~ Three Days Later ~~~**

Peter let out a sigh of relief as the nurses took the bandages. He turned to his teammates who were dressed in their costumes, "Those things are really itchy, do get hurt anytime soon." The nurses cut the last one and they fell to the ground off of his torso. Peter flexed his muscles trying to work out the stiffness. Ava watched on with hungry eyes. She stared him down as his muscles bulge. She licked her lips, thankfully unseen from the others because of her mask.

"Alright, stop showing off, we have to get you home," Sam said as he gave Peter his Spider-Man costume. It was repaired and looked better than it ever did before. "Ava stitched it for ya," Sam said to an amazed Peter. "Couldn't let you swing around in a potato sack," Ava said jokingly. Peter put on the costume and mask, admiring the fresh feeling. "Oh man, this is great, thanks Ava," he exclaimed. He stretched his muscles again to Ava's pleasure. The five teenagers left the S.H.I.E.L.D. hospital and went home.

Aunt May ran and hugged Peter when he walked through the door, after taking off his costume of course. "You're a brave young man Peter, I'm going to prepare a special dinner for you," she told him happily. Peter smiled and cheered, "Yeah! Now that's a hero's welcome!" He went up to his room and relaxed on his bed. He sat up when there was a gentle knock on his door. "Come in," he answered. The door opened and Ava popped her head in.

"Hey Pete, can I talk to you for a sec," she asked him. Peter nodded and scooted to the opposite side of the bed to let her sit down. "I just wanted to thank you for saving me back there," she said smiling. "Don't mention it, you would've done the same for me," he said with a goofy grin. Ava smiled back at him, her eyes glistening. Peter marveled at the beautiful latina girl. He always found her attractive, her flawless almond skin, her flowing dark brown locks, beautiful chocolate brown eyes and full, lush lips.

He couldn't help but check her out when she wore her skin tight costume. He always stared at her impressive bosom when she ran or flipped, and he always drooled over her plump round ass. "I have to tell you something, something very important," she said sheepishly. Peter waited as she tried to muster up the courage to finally speak. "Peter, we've been friends for years and I wouldn't want to jeopardize that, but these feelings still exist," she explained. Peter's eyes widened as he realized what she was about to tell him. Ava looked in his eyes, "I love you Peter." His face turned pale when she finally said the words.

"You, Ava Ayala, l-love me," he asked stuttering. She nodded, hoping that he wouldn't turn her down. Peter couldn't believe it, she loved him. "This isn't some trick right? Are the guys hiding a camera somewhere," Peter asked paranoid. Ava rolled her eyes and pulled Peter in for a sensual kiss. He groaned in surprise but eventually deepened the kiss. Ava fell on her back, pulling him with her. Peter began to grind his hips into hers, making her purr in delight.

She ran her fingers through his brown hair, pushing his head down to her. She put her other hand under his shirt and felt his chiseled abs. Peter cupped her breast and massaged it softly earning a moan from Ava. He pushed his tongue into her mouth, tangling it with hers. He ran his hand down her toned stomach to the hem of her tunic. Ava caught his hand and stopped him. She looked into his eyes uneasily, "Wait Peter, don't you think this is going too fast?"

Peter shrugged, just as uneasy as her, "I don't know, I was going with the flow." Ava looked in distress, trying to calm herself. "Do you want this," he asked her as he held her in his arms. Ava bit her lip as she thought about the situation, "I don't know, I need to think about this more." Peter pecked her on the lips, making her stress go away. He smiled reassuringly, "I'll let you think about it. If you want to do it come by my room tonight, if you want to take things slow we'll wait." Ava smiled back, "Ok, thanks for understanding." She stood up off of the bed and walked towards the door. She turned around as she stepped out, "Dinner's almost ready, see you down there."

 **~~~ A Few Hours Later ~~~**

Peter lied in his bed looking at the ceiling. He was waiting for Ava come. If she decided to that is. He looked at his alarm clock and saw it was 2:30 in the morning. He sighed and got under his blankets to go to sleep. "Maybe she's not coming," he thought sadly. Suddenly, his spider sense went off. Peter sat up and looked at his bedroom door. It opened slightly, allowing Ava to silently creep into his room. She quietly closed the door and tiptoed to Peter's bed. Peter gawked at her sports bra that barely contained her breasts and her lacy black thong.

He pulled back the covers letting her climb in with him. "I was hoping you'd come," Peter said with a smirk on his face. He looked at Ava, even in the dark he could still see her nervousness. Peter looked into her eyes, "Are you sure?" Ava took a deep breath, "Yeah, I'm sure." Peter lifted her chin and kissed her tenderly. She sighed as his soft lips pressed against hers. She wrapped her arms around his neck and pulled him closer, deepening the kiss.

Peter laid her on her back, Ava's belly full of butterflies as he began to fulfill her fantasies. He pushed his tongue into her mouth, roaming the inside and savoring the minty taste. She broke the kiss for a moment to take off his shirt. She moaned when her hand glided across his hard chest and rippling stomach. Peter's member made a very prominent tent in his pajamas and he rubbed it into her crotch. He pulled back and smiled down on her, "Let's have a little fun before we go all the way."

He kissed her then he moved to the sweet spot on her neck. He nipped and sucked the flesh, drawing a low purr from Ava. Peter kissed down to the valley between her breasts. Ava quickly took off her sports bra, allowing Peter to see her bare chest. Peter admired her beautiful mounds, each of her C cup breasts were perky and peaked with a Hershey kiss nipple. Peter took one of her nipples in his mouth and sucked on it gingerly. He pinched and played with the other, making Ava moan.

He released them and kissed down her toned stomach, tonguing her belly button for a second. Ava rubbed her thighs together as he tickled her navel with his tongue. Peter hooked his fingers under the waistband of her thong and slid them off. Ava sheepishly spread her legs to let Peter see her. Peter gazed in awe at her virgin pussy. Her pubes were trimmed into a small triangle and her lips were glistening from her arousal. He kissed her puffy lips and lick her slit. Peter pushed his tongue into her moist tongue, making Ava gasp.

He wiggled it deep inside of her, slurping up her sweet juices. Ava gripped the sheets, clenching her muscles. Peter's tongue felt amazing inside of her, she was in heaven. Peter took his tongue out and replaced it with his finger. Ava let out a deep groan as Peter's finger pumped in and out of her. He found her clit and began to gently suck on it. Ava threw her head back, holding a hand over her mouth to silence her loud moan. Ava was close to an orgasm and he could feel it. Peter pumped faster and sucked harder, driving Ava insane.

Her body stiffened as her orgasm hit her like a ton of bricks. She squeezed his head tightly between her thighs. Ava bit into a pillow to stifle her moans and whimpers. She soon was able to relax when her orgasm subsided. "Wow... Peter... have you done this... before," she asked through pants. Peter had a cocky grin on his face, "Tony taught me when I was in the Avengers."

Ava smiled and kissed Peter, "Tell him I said thank you very much." Peter smiled and climbed on top of her. He pulled down his pajama pants and boxers, releasing his rock hard cock. Ava's eyes bugged, how was that massive thing going to fit in her? Peter aligned himself with her entrance. Ava bit her lip, "Be careful, it's my first time." Peter smiled sweetly, "Don't worry I won't hurt you. If it makes you feel any better, I'm a virgin too."Ava tried to stifle a laugh. Peter raised an eyebrow at her, "What?"

"I kinda assumed that," she said still trying not to laugh. Peter frowned at her with a mock hurt face. Ava giggled, "I'm sorry, ok, going back to being romantic again." Ava straightened her demeanor and made the sexiest face she could. Peter smiled and gently pushed into her. His big head pushed past her lips and touched the hymen a few moments in. Peter looked Ava in the eyes waiting for the signal. Ava took a deep breath and nodded.

Peter pushed one time and ripped the fleshy barrier. Ava quietly hissed in pain. He took the precious virginity she was only saving for a real man. Peter waited for a second to allow her to heal. She nodded again to tell him to go. Peter pushed the rest of himself in her tight pussy. Ava whimpered, his thick rod filled her up more than she expected. She bit her lip, "My gosh... you're huge!"

Peter grabbed her hips and began to thrust into her slowly. Ava groaned in a mix of pain and pleasure, trying to adjust to his size. Peter leaned over and sucked on her nipples. Ava's pain faded and pleasure shot through her. She wrapped her arms around his torso, "Harder, please." Peter smiled and pounded her wet snatch, making her moan loudly. He kissed her to silence Ava. Peter put a finger to his lips, "We can't wake the others."

Ava nodded, still unable to hold back. Peter increased his speed, tightly gripping her curvy hips. Ava bit her lip, fighting back a loud moan that would surely wake everyone. Peter lifted her on to his lap, allowing her to hop up and down on his rod. She began to pant as he filled her up, "Ah Peter, harder, faster." He grabbed her hips and thrusted into with his super strength, hitting her G spot. Ava threw her head back and let out a deep growl that echoed through his room.

The sound of flesh rapidly slapping each other filled the room, the smell of sex thick in the air. Peter gritted his teeth, "Ava, I'm really close." "Don't stop, do it inside of me," Ava growled as she was edging towards a very large orgasm. Peter was hesitant to continue and was about to pull out. Ava sensed this, she wrapped her legs around his waist and pulled him closer. "Please don't, I need you to," Ava pleaded as she hooked her ankles to prevent him from leaving.

Peter pumped harder and faster into her soaking wet pussy, "Ava, I'm gonna cum!" Ava wrapped her arms around his neck, "Me too. Don't stop!" Peter thrust in one last time and exploded. He came deep inside of her, seeping into her womb. Ava bit into his shoulder, trying to stifle a squeal of pure ecstasy. Both of the heroes fell on the bed in each other's arms and panted.

"Wow, that was just... wow," Ava said breathlessly. She looked at Peter and giggled when she saw his goofy expression. She cupped his cheek and kissed him deeply. Peter smiled at her, "So, are we dating?" Ava pondered for a moment and sat up. "I'd love to date you Pete," Ava explained, "but we're teammates and we might get distracted, plus it's against Fury's rules." Peter's face fell and he sighed knowing what she was saying was true. Ava smirked and kissed him again, "But that doesn't mean we can't be lovers."

Peter smiled brightly, "You mean, I get to fuck you AND not get my head bitten off by Fury? Sweet!" Ava chuckled but stopped when she saw blood trickling down Peter's shoulder. Peter saw her reaction and smiled reassuringly, "Don't worry about it, it'll probably heal in a couple of seconds." Ava looked at the clock, it was three in the morning. She got out of his bed and gathered her clothes, "I should get back to my room, we have school."

"Aw, c'mon, can't we go one more time? I have to be satisfied," Peter whined jestering to his erection. Ava gasped, it was as hard as when they first started. Peter grinned, "My spider powers give me amazing stamina." Ava put her sports bra on and smirked, "Just wait till tomorrow, It's a Friday, we can fuck all weekend." She kissed him once more and walked to his door. She stopped in the doorway and flashed her breasts before sneaking her way back down the hallway. Peter shook his head laughing and went to sleep.

That night, he only dreamt of Ava. Peter smiled in his sleep as he dreamt about what he would do with her tomorrow.

To be continued...

 _Peter doesn't know what's in store for him. Also, in the future I will be combined the Ultimate Spider-Man T.V. storyline with the Amazing Spider-Man and Ultimate Marvel storyline. Thanks for reading, please leave comments of what Marvel hottie I should add to the story._


	2. Chapter 2

**Disclaimer: Spider-Man and all associated characters are owned by Stan Lee, Marvel and Disney.**

 **Chapter 2**

The morning after Peter and Ava's intimate night, the gang went to their classes at Empire State University. Peter and Ava kept smiling at each other and it didn't go unnoticed by the team. "What's with you guys," Luke asked with a raised eyebrow. Peter shot a glance at Ava making her blush, "What do you mean? There's nothing wrong." Luke, Sam and Danny eyed them, unconvinced. "Well whatever, I've got to get to class," Luke said as he walked in the opposite direction. Sam and Danny said their goodbyes and went to their separate ways.

Peter and Ava walked side by side along the campus. Their classes on the same side allowed them to enjoy each other's company. Suddenly, they saw two feminine figures running towards them. They practically tackled Peter, sending him stumbling backwards. It was their friend Mary Jane Watson and a new acquaintance Gwen Stacy. "Peter, are you alright? I heard what you did, you're a hero," MJ exclaimed in excitement. "Did S.H.I.E.L.D. give you a reward for your help," asked Gwen. Peter looked over to Ava, "You can say I got a special treat from helping the agent." Ava blushed and tried to stifle a laugh.

Peter, Ava, Mary Jane and Gwen walked together to their classes and talked about Peter's heroics. "So how bad did you get hurt," Gwen asked in astonishment. Peter puffed out his chest in a cocky manner, "A few days in the hospital, it wasn't anything serious." Gwen's blue eyes sparkled in wonder as she admired Peter. MJ and Ava rolled their eyes, knowing that Peter was just trying to show off. When they got to their classes, Gwen stopped Peter to talk to him. She nervously played with her fingertips, "Um Peter, I was wondering if you'd, uh..." She looked everywhere but his eyes, she was so anxious. "Help me with my chemistry," she blurted out, cursing herself for not having the guts to say what she really wanted.

Peter smiled awkwardly, "I'd love to but Ava and I..." Ava cut Peter off, "We can do it later, help Gwen out." Peter smiled and nodded to Gwen. She smiled happily, "Ok, met me in the lab after the final courses." She gleefully walked to her class with a huge smile plastered on her face. Peter turned to Ava who had an eyebrow raised. "You don't know do you," she asked him. Peter looked at her confused, making her groan. "Gwen has a crush on you," she told him frustrated.

Peter's eyes widened, "She has a crush on me?" He couldn't believe it, Gwen has a crush on him. He could admit, Gwen is a beautiful girl. She had beautiful blonde hair and the bluest eyes he's ever seen. Gwen never noticed, but guys, including Peter, always stare at her amazing body. Her breasts were a little bigger than Ava's and they stuck out, unaffected by gravity. Her slender waist and curvy hips would drive any normal man insane.

Ava leaned in to whisper to Peter, "I know you want to screw her." Peter's face went pale and he almost fell over in shock. Ava giggled, "It's ok, just don't go fucking every bimbo in the city."Ava turned and walked into her class leaving Peter to his thoughts. He was trying to wrap his brain around what Ava said. Would she really be ok with him having sex with other women?

 **~~~ Later That Day ~~~**

Peter was explaining chemical compounds to Gwen. She was hardly paying attention, since she knew it already. She gazed at Peter with hazy eyes. She loved it when he'd drone on about science. She found nerds very attractive. Gwen are you listening," he asked waving his hand in front of her face. She shook her head, trying to focus on the work. "Do you want to take a break," he asked her. Gwen nodded and relaxed in her chair.

Gwen tapped her fingers on the table, nervousness radiating off of her. "Can I ask you something," she asked timidly. Peter nodded, wondering what she would ask. She looked at the ground, "Are you going out with Ava?" Peter's eyes widened, he was in shock. What made her think that he and Ava were going out? "No, we're just still friends," he told her. Peter could see a tiny smile form on her face. "Why do you ask," he asked her. Gwen began to stutter, "Well it's uh... You see... I.."

Peter smirked, "It's because you have a crush on me isn't it?" Gwen's face turned pale, she turned to a smug Peter. "I knew, I have feelings for you too," he told her, leaning in. Gwen sat perfectly still as Peter softly put his lips on hers. Snapping out of her shock, she began to kiss back. Peter scooped her out of her chair and sat her on the table. He pulled her in, deepening the sensual kiss.

Gwen wrapped her arms around his neck and hugged him tightly, moaning as his tongue slipped into her mouth. She pulled back, panting, "Peter, I love you, will you be my boyfriend?" Peter let out a disappointing sigh, "I'd love to Gwen, but I can't date anybody right now, it's complicated." Gwen's face fell in disappointment, she was almost on the verge of tears. Peter lifted her chin, "I can't be with you, but I can still be your lover."

Gwen glared at Peter, her eyes like daggers, "You just want sex from me? You pig!" She pushed Peter out of the way and hopped of the table. She gathered her things and stormed to the door, "I knew it, I knew it was too good to be true. You're just like every other man out there!" Peter tried to stop her, but she slapped him in the face. Peter cupped his cheek, it didn't hurt of course but the fact she slapped him made him react that way. Gwen shot a death glare at Peter, "I never want to see you again Peter Parker!" She stormed out of the lab and slammed the door shut. Peter stood there dumbfounded, he screwed up without even trying. He sighed, gathered his books and left the lab.

 **~~~ Later At The Parker Residence ~~~**

Peter sighed as he walked into his bedroom and threw his stuff down. "Rough day," asked a familiar voice in the shadows. The lights flicked on allowing Peter to see Ava sitting on his bed. "MJ called, she said that Gwen came over crying, she said you came on to her," she told him with an eyebrow raised, "What happened?" Peter sighed, running his hand through his brown hair, "She told me that she loved me, I kissed her, things got heated and she asked me to be her boyfriend. I said no and offered to be lovers, she accused me of just wanting sex. So she got pissed and left me in the lab."

"With a raging boner," Ava added. Peter looked confused and spotted her staring at his crotch. He looked down and saw the giant tent in his pants. "I'll fix that," she said seductively. Ava got off of his bed and crawled over to him. She was eye level with his dick, still amazed at his size. She began to rub it through his pants, "I've been working on my 'oral presentation' while you were gone, time to see if the training worked."

She undid his pants and yanked them off with his boxers. His hard rod flopped out in her face, pointing directly at her. Ava licked her lips and began to stroke his staff. She licked the spongy head of his dick, slurping up the precum leaking out. Peter moaned as her velvety tongue glided up and down his shaft. Ava smiled up at the intoxicated Peter. She swallowed the head, sucking on it sweetly. She slid half of his member into her mouth, slurping sounds echoed throughout the room.

Ava jerked the other half as she bobbed her head. She used her free hand to massage his swaying ball to pump his semen out. Peter grabbed her head and pulled her to swallow more of his dick. Ava gagged some, but still bobbed her head, sucking eagerly on Peter's rod. Peter gritted his teeth, "Ava, I'm gonna cum!" Ava bobbed her head faster and sucked harder. Peter let out a deep groan of pleasure, his eyes rolling to the back of his head. Peter felt a tingling in his balls, "I'm cumming!" His thick sperm shot out of his member, hitting the back of her throat.

Ava swallowed as much as she could of his explosion. After a few more shots, Peter's flaccid member popped out of her mouth. Ava savored the flavour of his cum and swallowed it gleefully. She licked the rest off of him and pulled up his pants. "Did I do well," she asked in a sultry voice. Peter panted and slumped down to the ground, "That was amazing and it was on your first try!" Ava smiled and hopped to her feet. "Now you have to think about what you're gonna do about Gwen," Ava said with her hands on her hips. Peter groaned, "Can't we just fuck?"

Ava shook her head smugly, "Nope, since you had to help, we don't have time tonight." He groaned and hung his head. "I think you need to visit her and explain why you can't date," she told him. Peter looked at her confused, "What, you want me to tell her that I'm Spider-Man?" Ava shook her head, "No, just come up with one of those half-ass excuses you make when we have to save the world." She blew a kiss to Peter and left the bedroom, "Night Pete."

 **~~~ The Next Day ~~~**

Peter stood at the doorstep of Gwen's house. He took a deep breath and hesitantly knocked on the door. The door opened and a tall, brown haired man in police uniform answered the door. Peter looked up at the man, he had to be her father or something. The man had an intimidating scowl on his aged face. "H-Hi, is G-Gwen home," Peter asked nervously. The man glared at him, "Why do you want to know?" His eyes burned through Peter as he waited for an answer.

Peter swallowed the lump in his throat, "I'm her classmate from E.S.U., Peter Parker." Peter stuck out his hand for a handshake, but the man just grunted, "Captain George Stacy, wait here." He went inside and a few moments later Gwen stepped out with a pissed look. "What do you want," she asked with the same scowl as her father.

"I wanted to talk to you, try to make things better," Peter tried to explain. Her face and attitude didn't budge. Peter sighed, "What can I do to make things right?" "You can at least tell me why. Why won't you date me," she said with evidence of depression. Peter could see how hurt she was, but he couldn't tell her he was Spider-Man. Peter looked down to the ground, "I'm sorry Gwen, I can't, it's complicated." Gwen's face fell, what was so complicated?

"Alright then, I get it," she said as she threw her hands up in defeat. Her father came out and told her that needed to go somewhere. She got in the police cruiser, "See you at school Pete." Peter yelled after her, "Gwen I'm sorry, I can make it up to you?" He sighed and began to web swing home. Peter thought about how he should befriend Gwen again. Suddenly, his communicator went off. Peter answered it and saw Nick Fury on his wrist, "There are reports of The Goblin attacking the George Washington Bridge, the team is already there evacuating the bridge." Peter ran to put on his costume and swung to the bridge.

 **~~~ George Washington Bridge ~~~**

Peter landed on one of the cars and growled in rage as he saw The Goblin shooting at his teammates. He slingshot himself at the green monster, "Norman!" The Goblin smiled at Peter, "Spider-Man, nice of you to join us." He kicked The Goblin in his face, knocking him off of his glider. The Goblin growled and glared at Peter, "I didn't to kill you last time, but I won't fail this time!"

He jumped at Peter and tackled him. Peter shot a web in The Goblin's eyes making him roar and stumble back. Peter punched him in the jaw, "You almost killed me, I wanted to return the favor!" The Goblin forced his jaw back in place with a loud crack making Peter cringe. He aimed his gauntlet at the hero and fired it full blast.

Peter nimbly dodged it and stuck to the tower. Peter flipped the bird to The Goblin, "Gotta be faster than that bastard!" The Goblin fired at Peter again, growling in frustration at the boy. Peter jumped higher on the tower dodging all of The Goblin's attacks.

 **~~~ Meanwhile ~~~**

Gwen and her father, George were riding through the city. Suddenly the radio blared with officers screaming and explosions. George grabbed it, "This is Captain Stacy, what's going on?" "It's The Goblin sir, he's attacking George Washington Bridge, we need backup," cried one of the officers. George looked over at his worried daughter weighing his options. He turned on his sirens and sped to the bridge, "I'm on my way." The Stacys quickly made it to the bridge, looking on in terror as Spider-Man fought The George jumped out of his police cruiser and began barking orders to the frightened officers.

Peter flipped over The Goblin who desperately tried to shoot him. "What's wrong Gobby, ya can't hit an itsy bitsy Spider-Man," Peter taunted making The Goblin growl. He changed Peter, catching his leg when he tried to web zip away. The Goblin slung Peter into a nearby police cruiser. Gwen jumped when Peter crashed into her side of the car. Peter groaned in pain and stood back aching. He turned around, his eyes widened when he saw the passenger was Gwen. "Are you alright," he asked her disguising his voice slightly. "Look out," she shrieked making Peter whip around to see The Goblin throwing a car at them.

Peter turned back to Gwen and ripped the door off of the car. He grabbed her and threw her far away from the area in the last minute. Peter barely dodged the car and was caught in the explosion. He landed by Gwen who had quickly stood up. Peter felt a warm sensation on his face and realized his mask was on fire. He ripped it off and stomped on it until the fire was put out. He picked it up and groaned seeing it was completely ruined. Gwen stared at him with bugged eyes, "P-Peter?" Peter's face went pale and he quickly spun a mask made of webs.

The Goblin pressed a button on his gauntlet making his glider come to him. He zoomed over to Peter whose spider sense warned him of the danger. The Goblin came over and scooped up Gwen, carrying her away cackling. Peter swung after The Goblin and landed on the opposite tower. Peter got in hi fighting stance, "Let her go Goblin, this is our fight!" The Goblin sneered at the hero, "You want me to put her down?" "Put her down now," Peter roared. The Goblin smirked, stepped off of his glider, "Ok." He tossed Gwen off of the bridge to Peter's horror. "Gwen," he screamed as he tried to think. The Goblin threw a bomb at Peter who he thought was distracted. Peter sidestepped over and dodged the bomb. He caught it with a web and slung it back to The Goblin. The Goblin roared as he was caught in the explosion and thrown off of the bridge.

Peter quickly shot a web at the falling Gwen, hoping it would make it in time. The web struck to her chest and stopped her with a jerk. Peter sighed in relief and began to pull her up. When she was finally in his arms he saw that she wasn't awake. Peter shook her a little, "Gwen? Gwen wake up." She still lied there unresponsive. Peter's heart was racing, he probably killed her when he caught her, the force would've done it. Peter went to check and sighed when he saw her chest slightly rise and fall.

"She's breathing, she was just unconscious," he thought to himself. Peter jumped down from the tower carrying Gwen and walked over to the police officers. George ran over to them and took his daughter away from Peter. "She'll be ok, she's not hurt or anything," Peter said trying to comfort George.

Peter went over to his teammates who were done evacuating the bridge and about to join the fight. "Sorry guys, already took care of it," Peter said smugly. Luke, Sam and Danny groaned, all of them wanting a shot at The Goblin. Peter walked over to Ava, "Gwen saw who I am, I'm gonna tell her." Ava nodded understandably and went with the rest of her teammates to the S.H.I.E.L.D. jet that arrived.

 **~~~ Later That Night ~~~**

Gwen walked into her room wrapped in a towel just getting out of the shower. Her mind was still trying to comprehend the information that Peter Parker was Spider-Man. She dried her hair and went to her dresser to put on some clothes. Suddenly there was a gentle tapping on her window. She looked over to see Peter in his Spider-Man costume. She quickly ran over and opened it allowing Peter to climb in. He didn't look directly at her, "I can come back some other time." Gwen grabbed his arm as he tried to go out of the window. "It's ok," she said as she pulled him over to her bed. Peter took a deep breath, "We have to talk about what happened in the lab and on the bridge."

"As you can see I'm Spider-Man," he said gesturing to his costume, "And I get into a lot of danger..." "You couldn't date me because if a villain tries to come to your loved ones you don't want me to get hurt," she finished for him. "Yeah," said Peter with gloom. Peter couldn't help but sneak peaks at Gwen. She was wrapped in a small towel that barely covered her thighs. Her breasts threatened to spill out any second, her cleavage taunting him. Her skin glistening from the water, her slightly damp hair getting to him. His member made a tent in his tights.

Gwen saw the giant snake in his pants and gasped silently. "I understand, we don't have to date," Gwen said as she scooted towards Peter. "I'll give us being lovers a try," she said as her hard rubbed his thigh. Peter's heart was pounding out of his chest. She leaned in and kissed him passionately. Peter cupped her face and deepened the kiss, slipping his tongue into her mouth. Gwen undid the towel, letting it drop to the ground. Peter pulled back to admire her beauty. Her C cup breasts were peaked with coral nipples, each mound defying gravity. Her lean stomach led to her trimmed slit. Peter looked at her in awe, she was absolutely stunning.

Gwen grinned and began to kiss him all over. Peter let out a low groan, "What about if your dad hears us?" "He's out on patrol, he won't be back for hours," she whispered in a sultry voice as she kissed his neck. Peter smiled and pushed her on her back, "Well then, gives me enough time for some fun." He bent down and took one of her nipples in his mouth and sucked while toying with her swollen clit. Gwen moaned softly as Peter pleasured her. Peter kissed down her stomach and licked her glistening slit. He ran his tongue in between her wet folds then slipped his tongue inside of her. Gwen gasped as the wet muscle slithered around inside of her virgin pussy.

Peter licked her walls, she tasted different from Ava, a bit sweeter. He stuck his finger into her and sucked the blonde girl's clit. Gwen squirmed under him as his finger rubbed her top walls. Peter smiled when he heard Gwen whimpering as her orgasm built in her stomach. Peter gently nipped her clit sending shockwaves of pleasure through her body. Gwen gripped the sheets tightly, " **Peter... OH GOD... Peter I'm cumming!** " Her hips bucked up and her back arched as her orgasm rattled her body. Peter lapped all of her juices as they flowed from her cunt. Gwen relaxed as her orgasm subsided. Peter took off his costume and climbed on top of her. He aligned his member with her entrance waiting for her to give him the signal.

Gwen nodded and braced herself as Peter gently pushed into her. She felt him force his way through her hymen making moan in pain. Peter stopped to let her adjust to his size. After a few minutes, she signaled him to go. Peter began to slowly thrust into her, pushing in another inch with each one. Peter picked up the pace and began to grind his hips into hers. Gwen's moans of discomfort quickly turned into moans of pleasure. Peter grabbed her hips and began to plow her cunt. Peter saw that Gwen felt different from Ava. While Ava was athletic, Gwen was small. He cupped her firm breasts and rubbed them as he hit her womb. " **P-Peter, you're amazing! You're s-so big, don't s-stop,** " Gwen cried out wrapping her legs around his waist.

Peter felt a familiar tingling in his loins, "Gwen, I'm close." She gritted her teeth, "Me too, don't stop!" Peter lifted her hips and pounded her wet channel. She grabbed his shoulders and dug her nails into his skin. Gwen threw her head back and let out a high pitched scream when she came. Peter grunted and spewed his jizz deep inside of her. The two teenagers collapsed on the bed, gasping for air. Peter hugged Gwen tightly, still deep inside of her. Gwen's womanhood was still quivering from the aftershocks of her orgasm. Peter pulled out of her, sighing, "That was amazing, you felt great." Gwen kissed him, "Right back at ya, couldn't have asked for a better first time."

They both shot up in the bed when they heard the front door open. "Oh shit it's my dad," Gwen said in a panicked whisper. They both scrambled to get some clothes on, nearly falling on their faces. Peter put on his Spider-Man costume and spun a new mask out of webbing. He climbed out of the window and turned back to Gwen, "Good night Miss Stacy." The two shared one last passionate kiss before Peter swung away.

 **~~~ Later At The Parker Residence ~~~**

Peter swung into his open window and took off the web mask. He hummed happily as he took off his costume and put on his normal clothes. Ava walked into his room with her arms crossed, "You were gone for a while, did you patch things up?" He smiled, "Better than you think." Ava rolled her eyes, "You got lucky didn't you?"

Peter nodded and walked over to her. He grabbed her hips and pulled her close to him, "Yep, almost got caught by her old man." Ava raised an eyebrow as he kissed the sweet spot on her neck, "What are you doing?" He slid his hand under her shirt and cupped her breast. "Didn't you just have sex with Gwen a few minutes ago," she asked him, slightly moaned.

Peter grinned against her neck, "You know how much stamina I have." He slid his hand into her boyshorts and rubbed her clit. Ava purred quietly, "You're playing with fire Spider." Peter cupped her ass with his free hand, "Then teach me a lesson Tiger." He gave her a lustful kiss sticking a finger inside of her. Ava pushed him into bed and crawled on top of him. "Gladly," she growled as she reached for the lamp and turned it off.

 _To be continued..._

 _Thanks for reading! Please leave some comments for the Marvel hottie you want The Insatiable Spider-Man to be with next. Chapter 3 is on its way!_


	3. Chapter 3

**Disclaimer: Spider-Man and all associated characters are owned by Stan Lee, Marvel and Disney.**

 **Chapter 3**

Peter groaned as he walked down the stairs stretching. He and Ava stayed up late last night having steamy sex, doing it until dawn. He walked into the kitchen and poured him a cup of coffee. He sat at the table with his teammates. "Man you look terrible, did you sleep at all," Luke asked him. Peter sipped his coffee, "Nope, I couldn't sleep." Danny raised an eyebrow, "What were doing?" Peter shot a look at a blushing Ava, "Something fun." Aunt May and Sam came in with plates of food and set them on the table. "Wow you two, this looks amazing," Ava exclaimed as she smelt the delicious breakfast. "Hurry and eat, You five have class today," Aunt May told them.

The teenagers ate their breakfast and hurried off to E.S.U.. Luke, Sam and Danny went to their classes, leaving Peter and Ava together. "Are you going to make it through the day," Ava asked the tired Peter. "I'll try, don't be surprised if you see me dozing off in class," Peter said yawning. The pair were met by Gwen and MJ who saw the groggy Peter. "Pete, did you sleep last night," asked a concern MJ.

Peter shook his head, eyelids barely open. "Did you here about this new girl on campus, all the boys are talking about her," Gwen said to her friends. MJ pondered for a second, "I think she's in one of our classes." Peter and Gwen split from Ava and MJ and went to their class. Peter dropped his head on his arms and began to drift off. "Is this seat taken," asked an anonymous voice. Peter shot up and looked in the direction of the feminine voice. Standing in front of him was a beautiful woman, platinum blonde hair, a large, ample bosom and a curvy body. Peter was lost for words, stuttering out his response, "N-N-No, G-Go ahead!"

The girl smiled and say next to Peter, setting up her things. She extended her to him for a handshake, "Felicia Hardy, I'm new here." Peter shook her head nervously, "Peter Parker." Gwen saw the girl talking to Peter, a bolt of jealousy shot through her. She scooted closely to Peter and eyed the girl with a dominant stare, "Gwen Stacy, nice to meet you." Felicia sat back and grinned smugly, "You must be Peter's girlfriend." Gwen hugged his arm and glared at Felicia who laughed to herself.

Throughout the lesson Felicia gave Peter flirtatious glances to Gwen's dismay. After what seemed like forever, the lesson was over. Gwen pulled Peter out of the room trying to get him away from Felicia. They met up with Ava and MJ who could sense Gwen's pissed attitude. "What wrong with you," MJ asked the aggravated girl. "Some girl was flirting with Peter right in front of me," Gwen huffed. Ava tried to calm her down when Felicia came up to Peter. She smiled at him, "Hey I heard you were top of the class, could you tutor me some time?" Peter stammered, "Uh sure, I'd love to." She slipped a piece of paper into his hands. "Call me," Felicia said as she winked and walked away. Peter turned to his friends who were glaring at him. "What," he asked as they walked away.

 **~~~ Later That Night ~~~**

Peter cheered as he beat Luke, Sam and Danny in a video game, "Haha, fifth time in a row!" Sam rolled his eyes, "Whatever, you're lucky streak is gonna end!" Peter grinned, "Doubt it, not only am I kicking your asses in this game, but I got the new girl's phone number." All of the boys stared at him in disbelief. Peter pulled out the piece of paper out of his pocket. He showed it off to all his friends as they marveled at him. "The trash is full, can someone take it out, I'm going to bed," Aunt May called from the kitchen.

The guys looked at each other in a decisive manner. "Whose turn is it this time," asked Luke, hoping it wasn't him. They checked the last few nights and saw the next person. "Parker, you have to take out the trash," Sam laughed. Peter groaned and walked upstairs to put on his costume. The heroes have a code in 'taking out the trash', one hero would patrol the streets at night and actually take out the trash. He swung out into the night, not before putting the trash in the trash can. Peter groaned as he flew high above the streets of New York, "Why do I have to do this? We should've stuck to 'rock, paper, scissors'."

Peter then heard the alarm of jewelry store go off in the distance. He looked over to the direction of the sound and saw a dark figure scaling the rooftops. Peter sprung into attack and swung to the figure. The theft stopped on one of the rooftops to rest giving Peter the advantage. He landed a few feet away from the criminal, "Ok creep, give me the jewels and nobody gets hurt." The criminal stood up, their defense stance humored Peter, "I don't want to hurt you sir..." The figure walked into the moonlight and Peter's jaw almost dropped to the ground.

It was a gorgeous woman with white hair, very big breasts, about an F cup to Peter's estimate, an athletic but curvy body, a plump butt and it was all covered up by a tight, spandex, cat themed costume. "...or madam," Peter said mesmerized by the grinning woman. The woman chuckled, "As you can see, I'm certainly not a 'sir', women can't be burglars too?" Peter stammered, trying to find his words and witty comments. The woman squinted at Peter, "Hey that 'Spider-Kid'! Or was it 'Spider-Boy'..." "It's Spider-MAN," Peter corrected her, angry about being called a boy, "And who are you?"

"The name's Black Cat, daughter of the infamous cat burglar the Cat," she answered in pride. "I was asking for a name, not a résumé and I'll be taking those," Peter said as he shot a web at the bag of jewels. Black Cat charged at Peter and clawed at his head. Peter jumped out of the way, barely missed by her razor sharp claws. A flurry of kick came at him, her heels threatening to stab his chest. Peter swiftly leaped to a tall tower on the roof. Black Cat smiled at Peter, "What's wrong Spidey, afraid to fight lil ol' me?" Peter scoffed, "No, it's just I don't hit women." Black Cat rolled her eyes, "Whatever I've seen your fights with Thundra."

She leaped on the tower with him and leaned in close to his face, "You just can't handle this much woman." Peter smirked under his mask, "Please, I've handled more." Black Cat raised an eyebrow smirking as well, "Oh really now? And here I thought you were a dainty little kid." She snatched the bag and began to run to another building. Peter hopped in front of her making her stop in her tracks. She kicked and punched at him, smiling as he blocked them all. Peter tried to sweep her legs but she flipped over his head and swept his. Peter fell on his face, groaning as Black Cat laughed at him. Peter growled and pinned her to the wall, their faces a few inches apart.

"Getting a little pissed are we Spidey," she taunted. Peter snapped out of his rage to realize his body was pressed against hers. He felt her massive breasts flatten against his chest. His rod came to full mass and poked her crotch. Black Cat looked down and gasped at his size. She rubbed his member with her knee, "You're a naughty boy, getting a hard on from a woman you don't know." She let a claw trail down his chest, "You're a big one, I'm flattered." She pulled his mask up to the bridge of his nose and kissed him forcefully. Peter groaned as her tongue probed his mouth. Black Cat pulled back and grinned smugly, "Sorry in advance."

Peter didn't get the sudden 'apology' until Black Cat kneed him in the groin with all her strength. Peter doubled over in pain as she slipped away from him. He quickly shot a web at her and yanked her back to the wall. She bit the wall with an groan and was pinned down again. "What the hell, I hit you as hard as could," she exclaimed in disbelief. Peter smirked, "I've been hit harder, but that still hurt like hell." Black Cat smiled and fell to her knees, "I give up, you win. Now I have to apologize to little Spidey." She pulled down his tights letting his rock hard member pop out. She stared at the meat stick, "Going commando I see." Peter rubbed the back of his head, "Their too tight to wear anything underneath." She smirked, "I know, that's why I don't have anything on underneath either."

Peter's rod pulses at the thought of her naked body under the spandex. Black Cat giggled, "You're thinking about me naked aren't you." Peter turned his head in embarrassment. She smiled and wrapped her hand around his thick shaft. She began to slowly stroke him earning a deep groan from Peter. "I'm gonna take good care of you baby," she whispered before lightly licking the head of his member. Black Cat then slid most of his rod into her mouth, only gagging slightly. Peter's knees bucked as she suck strongly, fondling his balls.

Black Cat began to bob her head along his length, sucking to get his semen. Peter grabbed her head and began to thrust into her mouth. She happily let him take over as she sucked harder. Her tongue tickled the underside of manhood. Peter moaned when he felt a tingling in his loins, "Cat, I'm about to..." Black Cat locked her lips on him, her cheeks hollowed as she sucked hard. Peter threw his head back and let out a loud wail, shuddering as his spunk sprayed directly into her throat. She gulped down every drop of his release, moaning in pleasure to the taste.

Peter stumbled back and sighed in relief. Black Cat licked her lips and got the excess from her chin. She gasped when she saw Peter still hard as steel. "Didn't think I'd have to go any further," she said as she pulled down the zipper to her suit. Peter stared at the beautiful woman undress in front of him. Her breasts sprung out of their, each peaked with erect nipples, not sagging one bit. She pulled the zipper down her toned stomach to her pelvis, seductively swaying her hips. She shrugged off the suit letting it puddle at her feet. Peter scanned her body, her large bust, taut stomach and waxed mound all visible to him. She walked over to him, sexually swaying her hips with each step. She took his hand and placed it on her breast, "I'm all yours tonight." She turned around and bent over sticking her ass out with her hands on the wall. She looked back at him and smirked, "Mount me Spidey."

Peter rushed over to her and aligned himself with her entrance. With one hard thrust, he shoved his entire member into her. Black Cat gasped as his thick rod filled her to the brink. Peter grabbed her hips and began to pound her count from behind. She let out a loud moan as he hit her sensitive G spot with great force. Peter cupped her bouncing breasts and massaged them while he plowed Black Cat's cunt. Black Cat clawed the wall, gritted her teeth to hold back her moans. She looked back at him with lustful eyes, "Smack my ass, please smack it!" Peter hesitantly raised his hand and lightly tapped her cheek. Black Cat rolled her eyes, "C'mon, smack it like a man!" Peter brought his hand up and smacked her ass cheek Black Cat threw her head back and howled in pleasure.

Peter soon got in rhythm with his smacks and his thrusts. Black Cat moaned and cheered him on. "Yes! Oh god... Fuck me Spidey, fuck like the dirty slut I am," Black Cat cried as she felt an orgasm building up inside her. Peter groaned as he felt his own orgasm coming, "Cat, I'm about to cum!" Black Cat purred in pleasure, "It's ok, I'm on the pill." Peter quickened his pace and with one final thrust, exploded deep inside of her. Immediately, Black Cat began to shake and quiver under him.

She let out a low moan as she felt his semen seep into her womb. Peter pulled out of her, his flaccid member dangling from his groin. Black Cat slid to her knees and sighed with a satisfied tone. She smiled at Peter who was recovering from the past moments, "That was fun, we should meet up again sometime." Peter was snapped out of his thoughts when he heard blaring police sirens coming towards them. Black Cat quickly put on her suit, she gave the bag to Peter as well as a piece of paper. "My number, bring the mask," she said before kissing him one more time. She ran away and fled by rooftop. Peter watched her ass as she ran and jumped from building to building. He put on his costume, gave the jewels to the police and went home.

 **~~~ Later At The Parker Residence ~~~**

Peter climbed into his window and sighed in exhaustion. The door opened and Ava snuck in, silently closing the door behind her. She smiled at Peter, "You must be tense from patrolling the city all night." She walked over to him and rubbed her body against his. "Let me take care of you tonight," she purred. She lifted his mask to kiss him but stopped when she saw his lips. "What the hell is that," she asked angrily.

Peter chuckled nervously, "What do you mean?" Ava pulled him to the mirror and forced his face close to the glass, "That!" Peter's eyes widened when he saw that the red lipstick from Black Cat had stained his lips. "Who were you with? I know it wasn't Gwen, she hardly wears lipstick," Ava asked him, her expression scaring Peter. Peter rubbed his head, "There was this burglar, she came on to me and we had sex." Peter groaned when he saw Ava's hurt expression, "I'm sorry Ava, it didn't mean anything, I promise." Ava glared at Peter, "When I said you could be with other women, I meant women I trusted not random bimbos!"

She stormed out of his room, cursing under her breath. Peter groaned and smacked himself in the face. He took off his costume, put on some pajamas and got into bed. "Why did I have to take out the trash tonight," he grumbled before drifting off to sleep.

 **~~~ The Next Day ~~~**

Peter sighed miserably as he walked behind Ava to their classes. She wasn't speaking to him at all, actually she ignoring his existence. The only thing she responded to was when Peter tried to get intimate with her and that resulted with a few claw scars. Gwen and MJ greeted Ava and Peter, sensing the tension between the two. "What's wrong," MJ asked the pissed Ava. She crossed her arms, "A certain someone has mad me mad." Gwen and MJ glanced at Peter who looked depressed. "I hope you patch things up," Gwen said before walking off to class.

Ava was about to go with her when Peter grabbed her arm and pulled her down the hall. He pulled her into an empty lab and licked the door behind them. Ava glared at Peter, "What are you doing we have cl..." Peter cut her off by kissing her forcefully. Ava groaned and tried to push him off but he was much stronger. She kept on pushing but soon she was moaning, enjoying the kiss. She regained her senses and pushed him off of her, "Peter, what the hell?" Peter smirked and went to her, "I'm tired of you ignoring me, you can't stay mad for long." He grabbed her hips and brought her close, surprised when Ava didn't resist him. She kept her scowl and crossed her arms over her chest. Peter began to nip and kiss the sweet spot on her neck, earning a quiet moan from Ava. "Are you gonna stop hating me," Peter asked smugly.

Ava bit her lip, holding back a series of moans. Peter reached under her tunic and began to rub the crotch of her panties. Peter lifted her up on one of the tables and stood in between her legs. He kissed Ava again, this time she kissed back. He crouched down slightly so his face was between her thighs. Peter lifted her tunic and pulled her soaking panties aside to look at her moist slit. He kissed her puffy lips and licked along her slit, making Ava squirm. Peter took her swollen clit in his lips on sucked lightly. Ava purred and bucked her hips towards his face, allowing Peter to slip his fingers into her. Peter lapped at her sopping cunt, Ava's hands running through his hair.

Peter looked up at her and grinned, "Ava, are you still mad?" She pulled him to his feet by his hair and crushed his lip with hers. She fell backwards, pulling him down with her and wrapped her limbs around his body.

 **~~~ Meanwhile ~~~**

Gwen stopped abruptly making MJ to stop too, "What's wrong?" Gwen turned around to see that Ava and Peter weren't behind them. "Where'd they go," Gwen asked scanning their surroundings to look for them. MJ shrugged, "Probably off to do some 'sandwich club' things." Gwen rolled her eyes, "I'm gonna look for them." She ran off down the hall. After a few minutes of wandering around, Gwen came across a lab. She stopped when she heard moaning coming from behind the door. She opened the door and gasped in shock at the scene. Peter was lying on his back on top of a table and Ava was on top of him, hopping up and down on his rod.

Peter shot up and began to stutter an explanation, "G-Gwen I c-can explain!" Ava glanced at Gwen for a second then began to go faster. Gwen stared at the couple, "What's going on here? Are you fucking Ava too?" Peter sighed, "We've been doing this before we became lovers, she said she was willing to share me with you." Ava moaned loudly as she felt her orgasm grow. Gwen blushed, "Does she know you're..." "Spider-Man? Yeah, I'm White Tiger," Ava said between her lustful moans. Gwen's eyes widened in shock, not only was Ava fucking Peter but she's a superhero too. Ava shivered as he hit her climax, stiffening a moan about to escape from her throat. She fell on top of Peter and kissed him. She turned to Gwen, "You wanna join us?"

Gwen and Peter went pale when Ava asked Gwen the question. She got off of Peter and walked over Gwen. She pulled her towards Peter and began to strip the blonde girl. Ava smiled at Gwen before looking at her body. Gwen blushed and shifted nervously, "Are you sure you're ok with this?" Ava smiled, "I said I was going to share him, go ahead." Gwen nodded and climbed on top of Peter. She slid his member inside of her, both of them moaning in entry. Gwen rocked her hips back and forth, gyrating on top of him. She began to bounce up and down on his thick rod. She placed her hands on his chest for support as she quickened her pace. Peter grabbed her ass cheeks and began to thrust upwards inside of her.

Ava watched on from a distance, but felt that she was horny again. She walked over to the top half of Peter and sat on his face. Instinctively, Peter lashed his tongue out and pushed into her snatch. Ava let out a satisfied sigh, rocking her hips on his mouth. She smirked at Gwen and pulled the girl over to kiss her. Gwen gasped in surprise, but eventually deepened the kiss. Ava reached out and cupped Gwen's breasts while Gwen rubbed Ava's clit. Gwen couldn't take it anymore, the teasing of her nipples, Peter's member and the pleasure from the kiss took her over the edge. She cried out at the top of her lungs and went limp. Peter pulled out of her still hard as a rock.

Ava got off of his face and went to her hands and knees. Peter got behind her and plowed into her. Ava groaned, her claws shredding the table. Peter grabbed her hips and pounded her wet channel from behind. Ava brought her butt higher, letting her face lie on the table. Peter cupped her plump latina butt and began to use his super strength to thrust into her. Ava purred in pleasure, "Peter, I'm close, cum inside of me!" Peter grunted in response and quickened his pace. The sound of flesh hitting each other and the slosh of her cunt filled the lab. Peter went in one more time and pumped his jizz into her. Ava moaned loudly before collapsing on top of the table. Peter hugged the two girls to his chest. "You are one lucky man Parker," Ava whispered as she nuzzled his chest. Gwen nodded, "You've got yourself a little harem here."

The three lovers got dressed and left the lab. The girls wrapped themselves around Peter's arms and walked around campus where they found Mary Jane. "Where have you been? The lecture ended half an hour ago," she asked her three friends. "Like I told you, I was looking for them," Gwen said winking to Ava and Peter. Peter felt a finger tap his shoulder and he turned around to see Felicia. "Hey Felicia, what's up," Peter greeted the girl. "Hi Pete, I was wondering if you'd help me study," Felicia asked him with faux innocence. Peter turned to the three suspicious girls glaring at Felicia. "Yeah sure, I can help you out," he answered her smiling. Felicia squealed in excitement, "Great, thanks Pete, I'll text you the address." Peter slowly turned to his friends who were glaring at him now, "It's just studying!"

 **~~~ Later That Night ~~~**

Peter looked up at the skyscraper in front of him in astonishment, "Felicia lives here?" He took the elevator to the Felicia's penthouse apartment. He knocked on the door and waited for her to answer. Felicia opened the door and smiled, "Peter, come on in." Peter gawked at Felicia, she was wearing a flimsy, silk robe that barely covered her and a thin black nightie. She went into the kitchen and brought back two glasses of champagne, "A little something to help us relax." She gave him the glass and sat down next to him. Peter eyed the drink, "I'm not old enough to drink this yet," Peter said nervously. Felicia sipped her champagne, "Go ahead, I'm not a cop." Peter shrugged and sipped his drink.

Felicia finished hers and turned to Peter, "Ok then, let's get started." Peter began to help her with her studies, but he couldn't keep his eyes off of her. He could clearly see she wasn't wearing a bra and she was pressing really close to him. Felicia smirked, noticing his not so hidden stares. She placed a hand on his thigh and began to rub him. Peter looked at her confused, "What are you doing?" She leaned in and kissed him passionately, sliding her tongue in his mouth. She let out a confused moan, she couldn't help but feel she's already kissed before.

Peter pulled back and stared at the smirking girl in shock. "You're a very sexy man Peter, how could I not act on it," she asked crawling towards him. She shrugged off her robe and kissed him again, fumbling inside his pants to find his member. Suddenly, two pieces of paper fell out his pocket. Felicia looked at them suspiciously, "What are those?" Peter picked them up and opened them, "It's your phone number. That's impossible, I only got your number once and I got the other one from Black C..." They both froze and looked at each other. "You're Black Cat," Peter asked screaming. Felicia eyed him, "How do you know about that? I couldn't have gave it to you twice because I gave it to Spider-Man t..." Her eyes widened, "You're Spider-Man!?"

Peter and Felicia stared at each other, trying to comprehend the information . She smirked and went to him, "If you're Spider-Man, then you remember that earth shattering fuck last night." Peter swallowed the lump in his throat and nodded. She took off her nightie to reveal her naked body, "Ready for round two?" Felicia pounced on him and took off his clothes. She smiled when she saw his hard member standing like a tower, "Yep, you're Spider-Man." She climbed on top of him and slid his rod into her pussy.

Felicia pulled his face in between her cleavage and began to bounce on his member. Her plump butt rhythmically slapped into his lap as she smoothly hopped up and down. Peter took one of her nipples in his mouth and sucked gingerly sending waves of pleasure through her body. She took his hand and placed it on her ass, "You know what to do." Peter brought his hand up and smacked her ass cheek making her purr.

The sound of flesh hitting each other filled her apartment. Peter grabbed her hips and pounded her sopping cunt, striking her G spot directly. Felicia let out a loud shriek, "F-Fuck Peter! Y-Yeah right there, I'm s-so close!" Felicia wrapped her arms around his neck and kissed him passionately. Peter pumped into her tight pussy with his superhuman strength, his balls slapping against her ass cheeks. With one final thrust, Peter came inside of her, flooding her cunt with his jizz.

Felicia screamed again and shuddered as her orgasm hit her. Soon their orgasms subsided and they collapsed on the ground. Felicia snuggled into his chest, "I think I'm gonna keep you." Peter gave her a sad look, " You know I can't be with you..." "Because your harem won't approve," Felicia said cutting him off. Peter looked at her with wide eyes making her giggle, "I knew, Ava and Gwen are head over heels for you and I think I am too."

Peter glanced at the clock and gasped, "Oh crap! I have to go!" Peter got up and put on his clothes. He checked his face in the mirror to make sure there wasn't any lipstick anywhere. Satisfied, Peter ran out the door and returned home.

 **~~~ The Next Day ~~~**

Peter, Ava and Gwen were walking around campus, the girls holding on to Peter tightly. Peter stopped when he saw Felicia walking towards them. She came up to Peter and kissed him to Ava and Gwen's chagrin. Felicia pulled away with a smile, "I had fun last night Peter." Ava rubbed her temple and growled, "Don't tell me, you slept with her last night?" Peter nodded, his entire body shaking preparing for punches and slaps. "Well, I guess it can't be helped," Gwen sighed. "Who can resist the Parker charm," Ava said before kissing Peter on the cheek.

 _To be continued..._

 _Sorry it took so long to upload this, I've been busy. Please favorite, follow, share and/or review. Also, Peter will be having one night stands with the hottest Marvel women, if anyone has ideas for that comment. Thanks for reading!_


	4. Chapter 4

**Disclaimer: Spider-Man and all associated characters are owned by Stan Lee, Marvel and Disney.**

 **Chapter 4**

Peter looked around the campus nervously, tapping his foot uncontrollably. "Peter would you stop, you look like a crazy person," Ava said as she ate her sandwich. Peter rubbed his head, "Sorry, it's just that if people see me surrounded by hot women, they might say something." Gwen grabbed his hand, "Who cares? We all love you and that's all that matters." Felicia scooted close to him, "Yeah, and if someone does say something you can always kick their asses." The group laughed at the joke knowing it was true. "So, I was thinking, we might need a schedule for when we can 'have our time' with Peter," Gwen suggested to the group. Felicia rolled her eyes, "C'mon, we're all know, just tell us when we can fuck him." Gwen blushed, "Well, I was thinking that Ava can get him in the morning since she lives with him, I can be with him during the day with occasional quickies here and there, and Felicia can get him at night."

Ava and Felicia thought about the schedule for a second. "Yeah, I can work with that," Ava said agreeing to the terms. "I don't care as long as I get some love from Spidey," Felicia purred before hugging Peter from behind. Just then MJ walked over to the group. "Hey guys, what are you talking about," she said sitting with them. "Movie plans," Gwen lied hastily. "Ooh, are you going to see the new scary movie? Can I come?" Peter stammered, "We just cancelled, we all had things to do later." MJ's face fell, "Oh, soare we gonna hang out soon?"

"I have to study for biology," Gwen said before running away. "I've gotta meet up with some family," Felicia lied doing the same. Ava let out fake cough, "I think I've come down with something." She quickly fled the awkward moment, leaving Peter and MJ alone. MJ raised an eyebrow, "What was that all about?" Peter stuttered trying to come up with a lie, "I uh... There's... We um..." He sprinted the other direction unable to speak.

Mary Jane's brow furrowed, "What the hell is wrong with them." She got up and went to find them. While wandering, she ran into Luke, Sam and Danny. "Hey guys, can I you a question," MJ asked the boys. "Go ahead, shoot," Luke answered. "Have any of you noticed how strange Peter and the girls have been acting," she asked her friends. Sam thought about his friends behavior, "Actually, Yeah. Ava and Gwen have been hanging out with Peter a lot lately." Danny agreed, "Sometimes Gwen comes over when we're not around." MJ pondered over the new information for a bit. "Thanks guys, I'll see you later," MJ said before walking away.

 **~~~ Later At The Parker Residence ~~~**

Gwen and Felicia waited outside of Peter's house after knocking on the door. It quickly opened and Ava greeted her lovers, "Hey, hurry and come in." The blonde beauties rushed inside and followed Ava upstairs to Peter's bedroom. "Are you sure no one is coming," Gwen asked Ava worried. "Calm down, the boys are out to the movies and Aunt May is out of town for today," Ava said reassuringly.

Peter smiled at his three lovers, "You ready?" Felicia pushed him back on the bed and climbed on top of him, "I don't know about them, but I am." She pressed her lips against his, gyrating her hips. Peter cupped her round ass cheeks and kissed back, forcing his tongue in. Felicia pulled back for a second to take off her shirt and bra. Peter took her nipple into his mouth and played with the other. Ava pushed Felicia aside, "Who said you could go first?" She had managed to quickly strip naked and climbed on top of Peter.

She ripped his clothes off and began to kiss down his stomach. Ava stroked his raging boner, kissing the angry red head. She placed the knob in her mouth and twirled her tongue around it. She bobbed her head up and down along his length. Gwen, Who was also naked, came over to Ava and took his member out of her mouth and into her own. Felicia came over and began to suck on his hanging balls. Peter closed his eyes and groaned loudly, the sensation of the three girls was mind blowing.

Ava got up and climbed on top of Peter's face, grinding her crotch against his mouth. Peter slipped his tongue into her wet channel, wiggling against her walls. Ava moaned and began to rock her hips back and forth. Gwen hollowed her cheeks and sucked harder, bobbing her head faster. Peter tensed and growled as his balls tightened. He spewed his thick seed in her mouth, surprising her. Gwen pulled back in shock, allowing Peter to shoot out like a geyser.

Felicia quickly clamped her lips on his head and swallowed his cum. She sighed happily, "Delicious, hope you have enough for all of us." Peter smiled, "Oh don't worry I do." Felicia smiled and climbed on top of him. She aligned his head with her entrance and lowered herself. She bounced on his thick rod, moaning softly with every thrust. Felicia grabbed Gwen and pulled her in for a sensational kiss. They both moaned as Peter's cum transferred to each other's mouth. "Oh man, You two look so hot," Ava moaned loudly, playing with her nipples as Peter lapped at her pussy.

Felicia kissed Ava passionately, wrapped her tongue around hers. Peter plowed into Felicia with his superhuman strength, hitting her cervix over and over. Felicia screamed at the top of her lungs, "Oh F-Fuck Peter! I'm cumming... Oh g-god I'm cumming!" Peter grunted and came deep inside of her, filling her womb. Felicia shivered and let out high pitched squeaks as she climaxed. Her body went limp and she fell on the bed on her side.

Gwen gasped when she saw Peter still hard and ready to go. Ava giggled at her friend's response, "Spider powers, he can go all night." A devious grin grew Gwen's face, "Oh really?" She climbed on top of Peter and sat down on his member. Both of them moaned as she began to rock her hips back and forth. Peter grabbed her hips and thrusted upwards into her. Gwen threw her head back and cried out in pleasure. She rubbed her sensitive clit ferociously as Peter pounded her tight pussy.

Gwen gasped for air as her orgasm quickly swelled up in her stomach. "P-P-Peter, I'm gonna... OH GOD," Gwen screamed with a shaky voice. Peter howled out, his tongue still ravishing Ava's cunt. Gwen screamed at the top of her lungs and violently shook as her orgasm hit her like a ton of bricks. Peter stiffened, his sperm bursting inside of Gwen. She collapsed next to Felicia, uttering incomprehensible gibberish. Ava smiled at the two blondes, "Ok my turn!"

Mary Jane huffed as she waited outside of Peter's house after knocking on the door for a half hour. She groaned, "I know they're here." She huffed again in frustration and rummaged through her purse. She took out the spare key Peter gave her and opened the door. Mary Jane walked in and saw that the house was completely empty. "Hello? Anybody home," she called out as she walked through the house. She stopped in her tracks when she heard a sound from upstairs.

She cautiously walked up the stairs, the sounds getting louder as she got closer. She walked down the hallway and stopped at Peter's door, muffled moans escaping. Suddenly, someone let out a deafening scream, ringing through the entire house. Mary Jane threw all caution to the wind and rushed inside of Peter's room. She gasped when she saw Peter pumping into Ava from behind.

Peter turned to MJ's direction and gasped, "Mary Jane! What are you doing here?" Mary Jane just stood there staring at them, "I used the spare key you gave me." Felicia and Gwen soon recovered from their orgasms and sat up to see MJ. Mary Jane couldn't believe her eyes, "W-What's going on here." Ava chuckled nervously, "We're kinda a harem for Peter."

"We all love him very much and were willing to share him," Gwen put in. MJ stared at them in shock, "So you decide to fuck each other?" Felicia grinned, "You're saying it like it's a bad thing." MJ glared at her friends, "It IS a bad thing, polygamy is illegal." Ava laughed, "We're not gonna marry him, although it would be wonderful." Gwen got off the bed smirking, "MJ, didn't you tell me you had a thing for Peter?" MJ's turned red as Peter's costume, "Yeah, so what?"

Felicia got off the bed and began to slowly walk towards MJ, "You must be aching to be with him." MJ blushed harder and turned her head away from their gaze. Felicia rubbed her shoulders and began to kiss her neck. MJ tried to pull away but the blonde girl was a lot stronger than her. Felicia nipped her ear and teased her smooth skin, "C'mon Red, admit it, You want some of him too." Mary Jane tried desperately to stifle a moan, "I... I..."

Felicia turned MJ to face her and kissed her forcefully. MJ rejected at first but soon began to kiss back. Felicia pushed her tongue into her mouth and fought for dominance. She began to strip the redheaded girl and pulled her over to the bed. She pushed her back and kissed her body down to her dripping slit. Felicia licked along her lips and plunged inside of her. Mary Jane gasped as Felicia's wet tongue explored her wet tunnel.

Felicia rubbed Mary Jane's now hard clit, sending waves of pleasure through her body. MJ grabbed a handful of Felicia's hair and bucked her hips towards her face. Mary Jane threw her head back and let out a silent scream as she was brought to her climax. Her muscles relaxed and she fell back on the bed, gasping for air. Felicia turned to Peter with a smirk, "She's ready for you now."

Peter grinned and got in between MJ's thighs. He rubbed his head against her slit and gently pushed into her. MJ winced as Peter slowly filled her up and made contact to her hymen. Peter looked at her, waiting for the signal. MJ nodded and braced herself, allowing Peter to push through the fleshy barrier and bottom out. Peter stopped for a moment to let Mary Jane adjust to his member. She nodded, "Ok, You can go."

Peter grabbed her hips and began to thrust into her virgin cunt. Mary Jane wrapped her arms around his neck and kissed him passionately, sucking on his tongue with vigour. Peter started to go faster, hitting her G spot in the possess. She moaned loudly in his mouth, holding him tighter. She pulled back from the kiss to breath. "P-Peter, fuck me, h-harder please," she said, her voice quivering. Peter cupped her tight ass and plowed into her wet channel.

MJ cried out in pure sexual bliss, ecstasy flooded her body as Peter pounded her sopping pussy. Ava, Gwen and Felicia watched on as they fingered each other. "Whoa this is hot," Ava purred. "Yeah, I think we have a new member of the group," Felicia moaned grinning. "Aww man, now I have to reorganize the schedule," Gwen half whined half moaned. Peter kissed MJ forcefully, lifting her up off the bed and pumped upwards into her.

MJ screamed uncontrollably, "Ah fuck... Peter! I'm cumming... Shit, I'm gonna cum!" Peter thrusted with his superhuman speed, his balls slapping against her ass. Both of them moaned simultaneously when their orgasms hit them. Peter's cum shot into her womb, filling her up. MJ wrapped herself around him, shaking from her orgasm. Peter relaxed and fell backwards on the bed bringing MJ with him. Both of them laid there out of breath. Mary Jane huffed, "Wow, that was..."

"Spectacular," Ava finished. "Amazing," Gwen said smiling. "Incredible," Felicia purred. MJ giggled, "All of the above." The girls crawled into bed and hugged close to Peter. Peter smiled, "I could do this all night." "Well, you're just gonna have to do it another night Mr. Parker," said a mysterious male voice. All of them shot up in the bed and covered themselves. Peter looked at the doorway to see Nick Fury grinning at him. "How did you get in my house," he asked astonished. "I have a key," Nick replied showing him the key. "Does everyone have a key to my house," Peter groaned.

"Get dressed, I'll be waiting for you outside," Fury said exiting the room. Peter groaned and got up from his bed. The girls pouted and crossed their arms over their chest. "Who does he think he is," Mary Jane grumbled. "The director of S.H.I.E.L.D., he basically runs the country," Ava sighed. Peter put on his mask, "Don't worry, I'll be bad soon, go nuts until I get back." Peter jumped out of his window and onto the roof to see a quinjet hovering over the house.

Peter entered it and flew with Nick to the S.H.I.E.L.D. base. Peter followed Fury through the base, "So what am I here for?" Nick opened a door with his keycard, "The Avengers need you, it's been speculated that the Goblin is putting together a team of super villains and we might be outmatched." Peter raised an eyebrow under his mask, "I told you I didn't want to be an Avenger, my team is enough."

Fury brought Peter into the Avengers training facility. He turned to Peter, "We need you to join, it's not forever. Just help us this time, please." Peter sighed, "Fine, what do I have to do?" Fury brought him to the center of the room, "First, you have to get stronger. I'll have someone come and train you personally. In the meantime, you'll be staying at the Avengers Mansion." Peter nodded and began to absorb the information.

 **~~~ Elsewhere ~~~**

The Goblin hopped off his glider and walked into an abandoned warehouse. Suddenly, large boulders came flying at his head. He dodged them easily and smirked, "You'll have to do better than that." A dark figure crouched down in the corner, "What do you want?" The Goblin came closer, "I want your help, to destroy Spider-Man and his friends." The dark figure rose and came towards him, "Tell me Norman, why should I help you?" The Goblin growled, "You made me into this monster Otto, plus I know you want to kill the Spider as much as I do."

Otto Octavious, a.k.a. Doctor Octopus, groaned in defeat, "That is true, but the two of us alone can't stop him." The Goblin smirked, "That's why I'm assembling a team, he won't be able to fight off six of us." Otto raised an eyebrow, "Six? How are you going to find six people who want to kill Spider-Man?" The Goblin turned and got on his glider, "I have my ways."

 _To be continued..._

 _That's chapter 4, more will be coming in the near future. Favorite, follow, share and/or review. Peter will be having one night stands with the hottest Marvel women, starting with the Avengers. Comment on who you want to see with Spider-Man. Also, I've been working on other projects, please read my other stories, " **The Doctor's Ladies** ". Thanks for reading._


	5. Chapter 5

**Disclaimer: Spider-Man and all associated characters are owned by Stan Lee, Marvel and Disney.**

 **Chapter 5**

Maria huffed in frustration as she typed away on her keyboard. The Avengers saved the world again, but of course not without collateral damage. She had just finished all the paperwork for the destruction Iron Man caused and was about to start on the paperwork for the Hulk. She turned around when she heard her door slide open. "Ms. Hill, you remember Spider-Man don't you?" Peter stepped in and waved at her. She didn't pay attention to the young hero and focused on Fury, "Yeah, what about it?"

Fury pushed Peter into the room, "I need you to get him registered for the Avengers as soon as possible." Maria groaned, "I have a shit ton of paperwork to do and you want me to babysit?" Fury grinned, "Get him registered, besides you need to take a break." Nick left the room, leaving the two of them alone. "C'mon kid, let's get you into the system," Maria said in an annoyed tone as she left the room. Peter followed Maria through the halls of the base, mostly keeping his eyes on her shapely ass.

"So, uh, how long have you been a S.H.I.E.L.D. agent," Peter asked breaking the awkwardness in the atmosphere. Maria rolled her eyes at his feeble attempt to relive the tension, "A few years, I basically run S.H.I.E.L.D now." Peter shook his head trying not to stare at her ass, "What do you do here?" Maria scoffed, "I keep everything in check, I do paperwork for collateral damage, monitor superhuman activity, everything."

Peter raised an eyebrow under his mask, "Why are so cranky?" Maria stopped and faced Peter with a death glare, "You wanna know why I'm so cranky? Because I have to maintain the balance of S.H.I.E.L.D, sit through the bitchy complaining of the World Council and while going through a stack of papers, paying for destruction costs! That's why!" Peter backed away from her a little, "I think you really do need a break." Maria sighed, "Yeah, I'm sorry for barking at you. I'm just so pent up."

"Why don't you just go and do your boyfriend," Peter asked her. Maria blushed, "I don't have a boyfriend, I'm so busy I never go on dates." Peter nodded understandably and followed her into the lounge. Maria stopped again, her blush deepened than earlier. Peter raised an eyebrow, "What's wrong." Maria shifted nervously, "You know that S.H.I.E.L.D monitors your house and is assigned an agent to watch it. Well I'm the agent and I know about the girls. Peter went pale, "Y-Y-You do?"

She nodded, "I say your 'package' and it was very impressive. I was wondering if you'd help me relive some stress." Peter stammered uncontrollably, "W-Wha... I... You..." Peter thought about it for a second. Maria was stunning, her breasts might not be as big as Felicia's or MJ's but they were perky and firm. She had a fit body with a tight ass, attributes that got Peter riled up. Although she was at least a decade older, she looked as young as him.

Peter walked over to Maria and grabbed her hips, pulling her towards him. He pulled his mask above his mask and kissed her softly, surprising the older woman. She wrapped her arms around his neck and kissed him back, deepening the sensual lip lock. Peter picked her up off of the ground and carried her to the couch. Maria fell back, pulling Peter down with her. She took his mask off completely and ran her slender fingers through his brown locks. Peter caressed her body, gliding his hands up and down her curves.

Maria unzipped her uniform and shrugged it off of her body. Peter took one of her marbled nipples in his mouth and sucked lightly. She pulled his head closer to her chest, moaning as he played with it with his tongue. Peter pushed the rest of her uniform down her waist and rubbed her sensitive clit. Maria couldn't help but squeeze her thighs together as Peter pushed a finger inside of her.

She pulled his top over his head, biting her lip as she roamed his chiseled torso with her hands. Peter kissed her neck, nipping and sucking on her soft skin. Maria slipped her hands inside of his tights and grabbed his hard member. She stroked the thick shaft, marveling at the sheer size of his rod. Peter pushed her on her back and kissed down her stomach to her glistening slit. He licked her lips, teasing her hard clit. Maria gasped as Peter's wet tongue found its way into her sopping cunt.

She grabbed a handful of his hair and pulled him to her crotch. She tried fight back a moan but they slipped out making Peter smirk. He pushed his fingers into her, sucking sweetly on her swollen clit. Maria gritted her teeth and her body tensed as her orgasm shook her body. Maria's toes curled and her eyes rolled to the back of her head. Peter lapped up the juices gushing from her and rose from his position with a smile.

Maria sighed as her orgasm subsided, "That was amazing." Peter shrugged, "I had a lot of practice." Maria smirked and pulled down his tights, allowing his member to spring out. She began to stroke it, licking the precum that oozed out. Peter groaned in pleasure when the beautiful woman slid his rod into her mouth. Maria bobbed her head along his length, sucking gingerly. She fondled his hung balls as her cheeks hollowed around his shaft.

Peter tried his hardest to look at her but the sensation was too much and he closed his eyes. Soon, he felt a tingling in his loins, "Maria, I'm..." Before he could even finish his sentence, Peter exploded inside of her velvety mouth. He sat back on the couch, "Whoa, I've never gotten a blow job like that." Maria smirked as she licked her lips, "I've got lots more experience than your little harem girls." She climbed on top of him and aligned his member with her pussy.

She slowly lowered herself down, his rod stretching her cunt. Both of them moaned loudly during entry. Peter grabbed her hips and thrusted upwards into her slightly loose vag. Maria whimpered softly with every thrust, her hips gyrating with the rhythm. Peter had a devious idea, a smirk grew on his face. Peter grabbed her hips and pounded her sopping pussy with his superhuman strength and speed. His bulbous head struck her cervix. Maria cried out, her moans could be heard from down the hall.

She looked at Peter with lustful eyes, "Don't do that." Peter laughed, "Sorry, I just had to." He pumped into her less rough, cupping her tight ass cheeks. Maria kissed him passionately, sucking on his tongue vigorously. She wrapped her legs around his waist and hugged him tightly, "Ah... Spider-Man! Oh fuck... I'm cumming!" Peter grunted in pleasure and spewed his hot seed deep inside of her. Maria let out a loud howl and shook uncontrollably. They both collapsed in each other's arms, gasping for air.

"Now THAT was amazing," Peter said breathlessly. Maria kissed him one last time, "Thanks Spidey, we should do this again sometime." She got up and put on her uniform, "Now c'mon, I have to get you registered." After a few personal questions and DNA samples, Peter was finally in the Avengers database. "Welcome to the Avengers Mr. Parker," Maria said cheerfully as she shook his hand.

Suddenly, Peter's communicator went off. He looked at it to see Ava in her White Tiger costume, "What's wrong?" Ava ran and his behind a car, "It's The Goblin and Doc Oc, they're rampaging out here, We need you!" Peter nodded, "I'm on my way." He ran out of the main tech room and down the hall. "Good luck," Maria called after him.

 **~~~ New York City ~~~**

Sam fired an energy blast at The Goblin but was shot away. Danny ran to his aid while Ava and Luke fought off Octavious. "Where is the Spider," Goblin growled at the heroes. "Looking for me," Peter said as he swung into the fight. He flipped over Doctor Octopus and kicked The Goblin in his face, knocking him over. Peter shot webs at Octopus' arms making them stick together.

The Goblin got up and fired his laser at Peter who easily dodged it. Octavius freed his robotic arms and attacked the wall crawler. Peter flipped and jumped away from the tentacles while also dodging The Goblin's energy blasts. Ava turned to her teammates, "We have to help Spidey!" They all ran to help Peter, making Octavius smirk. He pressed a button on his vest and suddenly a swarm of Octobots charged at the heroes.

Peter growled at the villains and slung a fire hydrate at The Goblin. It hit him square in the head, disabling him. Peter charged at Octavius and shot a flurry of web bullets at the doctor. Octavius' arms jammed from the webs allowing Peter to initiate a brutal attack on him. Peter punched him with all his might until the villain could hardly stand.

Suddenly, police cars begin to appear at the battle. One of them opened and Captain Stacy stepped out of it. He spotted Peter and frantically tried to get his attention. Peter swung over towards him, "Hello Captain." George looked at him, "What's the situation?"

"The Goblin and Doc are rampaging, I think they're trying to get to me. Either way, it's gonna get messy so I need you to get the civilians out of here, my team will help you," Peter explained. George nodded and began to give the other officers orders. Peter felt his spider sense acting and instinctively grabbed Captain Stacy out of the way. A car barely missed them as Peter moved. Octopus picked up another one and flung it at Peter.

Peter stopped it with massive web. He turned to George, "What are you waiting for!?" George nodded and began to escort people away from the battle. Peter leaped to a wall near Octopus, "C'mon Otto, you seem a little sluggish today!" Octavius growled and began to climb up the wall towards Peter. Peter climbed higher, dodging the attacks directed at him.

Otto's tentacles stabbed the walls of the building, making chunks of brick fall. George looked at the direction of the fight and gasped when he saw a little boy near the falling debris. He ran toward the boy, trying to get him. Octavius ripped a massive chunk of the wall off, letting it fall right towards the boy. "Mr. Stacy look out," Peter cried. George leaped out towards the boy and pushed him out of the way of the rubble.

Peter jumped down off of the building and ran to the pile of rubble. He threw bricks off of the pile and gasped when he saw George's body underneath. He pulled the older man's body up, "Mr. Stacy, Mr. Stacy, please wake up!" George coughed weakly, "S-Spider-Man, no... P-Peter." Peter's eyes widened when George said his name, "You know who I am?" George smiled, "Wearing a mask and expecting no one to recognize your voice only works on television."

Peter checked the man's pulse, which was slowing down drastically. "P-Peter..." George gasped. Peter leaned in close, "Yes, what is it?" George smiled, "Take care of Gwen, I can see she loves you very much and you love her, you'll do her right." Peter's eyes began to water, "Don't talk like that, you're gonna make it, I know you will." George smiled grew wider, tears fell from his eyes, "Tell Gwen I love her." And with a final sigh, George closed his eyes and died.

Peter sat there speechless, his mask wet from his own tears. He hugged the body tightly and sobbed loudly. His teammates looked on in shock and sorrow as Peter weeped in the middle of the street. The Goblin smirked as he saw Peter's sorrowful wails. He turned to Octavius, "Let's go, that's enough for today." He got on his glider and flew away with Octavius not far behind him.

 **~~~ Later At The Parker Residence ~~~**

Peter sat in the living room, his eyes red from crying. He looked up when Gwen walked into the house with a smile on her face. Her smile faded when she saw his red eyes, "What's wrong?" He patted the seat next to him on the couch, "You're gonna have to sit down." Gwen sat down next to him and nervously shifted.

Peter took a deep breath, "Earlier today, I was fighting The Goblin and Doctor Octopus. They ganged up on me and I was outnumbered. Your father came to the battle and helped me with the evacuating. Unfortunately, some debris was falling and a little boy was in danger, so he tried to save him. He did but something happened." Gwen chuckled nervously, "What are you trying to say?" Peter began to cry again, "He died trying to save the boy."

Gwen's heart stopped, her body froze from shock. Immediately, she broke down and began to sob, even harder than Peter did in the street. Peter pulled her in and hugged her tightly as she continued to cry. After a little more than an hour, Gwen started to calm down. "Gwen, I'm sorry, I couldn't save him," Peter said sadly.

Gwen hugged him tightly, "It's not your fault, I know you would've done everything you could." Peter and Gwen sat there in silence, both of them trying to calm down. "Peter, I can't stay home by myself, can I please stay over," Gwen asked him. Peter kissed the top of her head, "Of course you can."

 _To be continued..._

 _Alrighty, that's chapter 5. Follow, favorite, share and/or review. I will be updating more often, hopefully, so expect more Spider-Man. I'm working on other projects, please support me and read my other story, "The Doctor's Ladies" Also, for a few chapters, Peter will be having sex with the women of the Avengers, comment on who you want to see with Spider-Man. Thanks for reading_


	6. Chapter 6

**Disclaimer: Spider-Man and all associated characters are owned by Stan Lee, Marvel and Disney.**

 **Chapter 6**

Rain fell hard in New York City, but not as hard as the tears. Peter hugged Gwen tightly as the funeral went on, unable to hold back his tears himself. Peter looked down at the casket covered in layers of roses, anger and rage filled his body. "I'm sorry Mr. Stacy, I couldn't save you," Peter thought. He clenched his fist, "I promise I will avenge your death."

After the funeral, the attendees went to the Parker house for the wake. "I'm so sorry for your loss sweetie," Aunt May comforting Gwen. "Thanks Mrs. Parker," Gwen sniffed still crying. MJ and Ava hugged Gwen and comforted her the best they could. "If you ever need anything, we're here," Ava said reassuringly as she rubbed Gwen's back. MJ wiped the tears from Gwen's face, "It'll be ok, we'll be there for you." Gwen smiled weakly, "Thanks you guys, I really appreciate it."

Peter sulked in the corner, still deep in thought about the incident. "I could've saved him, am I still not ready to be a hero," Peter asked himself. He glanced at Gwen who met his gaze and smiled. Peter let out a pitiful sigh, "How can she still stand to even look at me after I failed so miserably?" Peter walked upstairs into his room and closed the door behind him. Peter took off his suit and put on his costume.

He was about to jump out of the window went he heard a voice, "Where are you going?" Peter looked behind him and saw Ava standing in the doorway. Peter didn't look at her, only making eye contact with the ground. "I'm going out, I need to clear my head," Peter replied. "You can't leave now, Gwen needs you," Ava reminded Peter. "Because of me, Gwen is this way," Peter snapped before swinging out of the window.

Ava sighed in defeat and left Peter's room. Peter swung over the streets of New York, unfazed by the pouring rain. He didn't concentrate on where he was going, only on the fact he needed to be far from home. He didn't even notice the large face of Jonah bashing his name as he swung by. Peter stopped on a skyscraper after a few minutes of swinging around the city.

He looked at the sun set out in the horizon, the sky was a bright orange. Peter took off his mask and stared at it. "I should just give up being Spider-Man," Peter groaned. "Then who's gonna protect the city from baddies like me," asked an anonymous voice. He turned around to see Felicia in her Black Cat costume. He raised an eyebrow, "What are you doing up here," Peter asked her suspiciously.

She walked over to him, "It's my apartment building, it's also my launch pad for my Black Cat nights." Peter's brow furrowed, "Ok, if we're gonna be together you're gonna have to stop with the villainy." Felicia shrugged, "I can't make any promises. Anyway, what's with the gloomy look?" Peter sighed, "Gwen's dad died and all my fault."

"Ooh bummer, but that's nothing to be moping over," Felicia said watching the sun disappear. Peter shot a crossed look at her, "And why is that?" Felicia played with her platinum blonde hair, "One death shouldn't cost the deaths of many others. The world needs Spider-Man whether you like it or not, and last time I checked there weren't anymore guys out there with spider powers."

"But you don't get it, how can I be Spider-Man if it's his fault for the death of my lover's father? She'll never forgive me," Peter groaned. In a fit of frustration, he punched a satellite dish on the roof, knocking it over. "There goes my cable," Felicia grumbled.

She hugged him from behind, "Is she mad at you?"

"No."

"Does she blame you for her dad's death?"

"No."

"Then shut up and be a man," Felicia said playfully hitting the back of his head. "But..." Peter started but was cut off when Felicia put a finger up to his lips. "Go to her, she needs you right now and I need to hurry to the museum," said Felicia before hopping off of the skyscraper. Peter followed her curvy body move as she scaled the buildings. He put on his mask and zipped away back home.

He landed in his bedroom, changed back into his regular clothes and went downstairs. When he got down there, his gaze fell on Gwen. Peter's eyes were met by her glistening blue orbs. He walked over to her and took her hand, "We have to talk." Peter lead her upstairs into his bedroom and closed the door behind them. Gwen sat on the bed, "What is it Peter?"

Peter sat down next to her, "I'm sorry for not saving your dad, I know he meant a lot to you..." Gwen cupped Peter's face, "Peter I told you, I don't blame you for anything, you did all you could." She kissed him softly, running her hand along his chest. Peter pulled back to speak, "Do you want to do this?" Gwen nodded, "I need you, but do it slow, I want to be comforted."

Peter kissed her tenderly, holding her closely to his chest. He slid the straps of her dress down her shoulders, allowing it to fall from her body. He layed her on her back and pressed his lips softly against hers. Peter kissed her jaw and began to tease the flesh of her neck. Gwen bit back a moan as he nipped and sucked her sweet spot. He kissed down to her breasts, taking her marbled nipples in his mouth and sucked. Gwen whimpered as Peter played with her nipples while toying with her swollen clit.

Peter dropped down in between her thighs, grinning when he saw her wet panties. He pulled them off and threw them across the room. He kissed her puffy lips and slid his tongue along her slit. Gwen gasped when his tongue slipped into her cunt, the wet muscle wiggled inside of her. Peter lapped up the juices flowing out of her, savoring the sweet taste. She grabbed a handful of his hair and pulled him closer to her crotch. He replaced his tongue with his fingers and began to rub her soaking walls.

He took her clit in his mouth and sucked lightly on it, occasionally nipping and biting the sensitive nub. Gwen's breathing quickened and her toe curled as her orgasm swelled up in her belly. "Peter... Don't stop... I'm cumming," Gwen moaned biting her lip. Peter hooked his fingers up like Tony taught him and began to pump them in and out. Gwen couldn't take it anymore and screamed into a pillow as her orgasm shook her body, "OH MY GOD!"

Peter put his mouth around her slit and caught the gushing juices. He swallowed the sweet nectar and smiled at his flushed lover slightly trembling on the bed. He kissed her passionately, aligning himself with her entrance. Gwen moaned at the flavour of her own juices. She licked her lips to get more of the sweet taste, "Mmm, I'm tasty." Peter pushed into her wet channel, bottoming out a few seconds later. Gwen let out a deep groan as Peter began to thrust slowly into her, his thick rod filling her belly.

She whimpered softly with every thrust, her mouth agape. She felt her nerves tingle and electricity coursing through her body from the pleasurable experience. Gwen looked into Peter's chocolate eyes, feeling an unspoken passion, lust, emotion and pure love. She pulled him closer to her body, hugging his torso tightly, "Peter, I'm close."

"Me too," Peter grunted in response as he quickened his pace. His bulbous head struck her cervix, send shivers up her spine. With one final thrust, both teenagers simultaneously moaned in pleasure as they peaked their climax. Peter's hit spunk spewed deep inside of her, leaking into her womb. Her moist walls convulsed around his member, milking him more. The two lovers collapsed in each other's arms, their orgasms dying down. "Wow, we should do that more often," Gwen gasped. "Yeah, taking it slow is amazing," Peter said breathlessly.

"Alright, you've had your fun, now it's our turn," said an anonymous voice. Peter and Gwen sat up and looked at the door to see Ava and Mary Jane. Peter smiled at the two women, "How did you know?" Ava went over to the bed, "We saw you take Gwen upstairs, We wanted our last fuck before you go back to the Avengers Mansion." Felicia leaped through the window, landing smoothly on the bed, "I guess we were thinking the same thing." MJ, who was now fully naked climbed on top of Peter, "Alright, let's get to business."

 **~~~ The Next Day At The Avengers Mansion ~~~**

Peter looked up at the large mansion in awe, "Whoa this place is enormous!" Nick Fury laughed, "It has to be in order to house all of the Avengers." Fury used a keycard to open the front door. He escorted Peter into the large manner, leading through the security checks. Soon after, Tony Stark entered the room. "Fury, how ya been," Tony greeted the older man. He turned to Peter and smiled, "Hey Spidey, you coming back to the Avengers?"

"Yeah, only for a little while," Peter replied. Tony nodded understandably, "Sweet, we're gonna need the help." Fury turned to leave, "I see you can take it from here, see you soon Mr. Parker." Tony walked away from the security, "C'mon, I'll show you around." Peter grabbed his things and hurried behind Tony. He followed Tony through various rooms and hallways until they reached a certain room. "And this is where you will be staying," Tony said as Peter examined the room.

Peter looked around the room, it was nothing extravagant; a bed, a desk with a computer, a dresser, nightstand and a roomy closet. "I'll let you settle down, then you can go to the training room, someone will be waiting for you," Tony said before walking off. Peter unpacked his clothes and put them away in the dresser. He set up his belongings on top of the nightstand. He smiled at a picture of him and his loved ones.

Peter, Aunt May, Ava, Danny, Luke, Sam, MJ and Gwen all scrunched up together making silly faces. Peter laughed at the photo and flopped on his bed. He stared at the ceiling a minute, "Look at you now Spidey, an Avenger." He glanced at the hi tech alarm clock and sighed, "Might as well go to training."

Peter tapped his foot impatiently waiting in the training room. "I wonder who's gonna train me," Peter thought to himself, "Captain America? The Hulk? Oh I hope it's Thor!" Peter was taken out of his thoughts when he heard the door slide open. His jaw almost hit the floor when he saw a beautiful woman with fiery red hair strut in. Natasha Romanoff, a.k.a. Black Widow stared at him with a serious scowl, "Alright, time to get you into shape."

Peter shook his head in disbelief, "Wait hold on, you're gonna be training me?" Natasha put her hand on her hip and raised an eyebrow, "Is that a problem?" Peter stammered, "N-No, it's just that I would be trained by someone with powers." In the split second Peter said "powers", Natasha ran to him and quickly knocked him to the ground with a combination on unseen martial arts. Peter's eyes widened he saw the gorgeous redhead smirk down to him "With all the aliens and superhumans I've faced, you're like a child," she said smugly.

Peter was pushed to the brink by Natasha in the training room. He couldn't manage to land a hit on her, she was just too fast. In the next few hours, Peter would be either in his flimsy fighting stance, getting kicked by Natasha or on his back on the ground. Peter stood up for what felt like the one hundredth time. "Ok, she's good, with her martial arts and 'Eye of the Tiger' bullshit," Peter grumbled to himself. Then an idea popped into his head.

Peter smiled under his mask and got into a new fighting stance. Natasha scoffed, "You tired of getting beat Spider?" She charged at him and initiated a flying kick. As planned, Peter's spider sense kicked in, which he used to dodge the attack easily. Natasha sent a flurry of punches at the young hero, that were blocked and dodged. Peter took her wrist and flung her over his shoulder into a wall. She hit it with a thud, quickly recovering.

"Amazing, we're you just hiding those skills," she asked walking over to him. He rubbed the back of his head, "I kinda forgot about them." Natasha grinned, "Well, looks like you don't need training if you can top the Black Widow." She strolled towards the door but stopped short. She turned back and went to Peter. She smiled up at him, their faces inches apart, "I guess you deserve a reward." She lifted his mask to the bridge of his nose and kissed him. Peter gasped when her tongue slipped into his mouth and wrapped with his own.

Natasha moaned when he began to kiss back and rubbed her body against his. She pulled back and grinned at the dazed teenager. "Maria told me about you," Natasha whispered in his ear, "Meet me in my room in an hour." With that she seductively strutted out of the training room. Peter stared at her direction for a few seconds and touched his lips. He smiled widely, "Bitches love Spider-Man!"

 **~~~ An Hour Later ~~~**

Peter looked around cautiously and walked over to Natasha's bedroom door. He knocked on the door and was almost immediately yanked into her room. He was pushed on his back on the bed, feeling weight on his body. His eyes almost popped out of his head, straddling his hips was Natasha in red lingerie. "If you knocked me out when we were sparring, please don't wake me up," Peter said with giddy. She rocked her hips on his hard on, "Nope, this is real."

She took off his mask and planted a sensual kiss on his lips. Peter reached around and grabbed her shapely ass. Peter always fantasized about Black Widow, who hasn't? She had large, ample breasts, about DDs to Peter's estimate, her athletic but curvy body and being a redhead didn't hurt. Natasha stuck her hand underneath his tights and stroked his raging boner.

She smiled at the moaning teen, "Well, she wasn't lying about you being hung." She pulled down his tights, letting his rock hard member spring out. Natasha swung her legs over Peter's head, "I'm not giving you head with getting some in return." Peter nodded and pulled her hips down to his mouth. He inserted his tongue inside of her trimmed pussy. Natasha moaned loudly and began to suck on his angry red head.

She ran her tongue on his knob, moaning at the taste of his precum. She took more of his member into her mouth, swallowing the thick rod. Peter groaned when Natasha put all of him into her mouth and began to suck. Peter rubbed her clit ferociously as he ravished her cunt with vigour. He put his fingers into her wet pussy and hooked them. Natasha let out a shaky moan, "That bastard Stark taught you that didn't he?" Peter nodded and began to rub her top walls.

Natasha deepthoated Peter, her suction getting stronger. Both of them felt tingling in their pelvic areas. Peter let out a deep groan, "Natasha, I'm about to..." She rubbed her tongue on his head, sending waves of pleasure through his body. Peter felt his balls tighten and he sprayed her throat with his sticky seed. Natasha stiffened and moaned loudly as her orgasm peaked.

Her mouth began to overflow and she swallowed his cum. Peter swallowed the juices flowing out of her, his tongue swirling around inside of her. Natasha quickly flipped around and dropped on his member. Both of them moaned during entry. Peter grabbed her hips and began to thrust upwards into her tight pussy. Natasha bent over and pushed her breasts into his face. Peter sucked on her erect nipples, sending electricity through her body.

Natasha began to bounce on his member, matching his every every thrust with equal force. The sound of flesh hitting each other filled her room, the smell of sex was thick enough to cut. Natasha's walls quivered as did her speech, "F-Fuck Spidey... Harder... Don't hold b-back... Ngh!"

Peter used her superhuman strength and plowed into her wet channel, hitting her precious G spot. Natasha threw her head back and opened her mouth to scream but the only thing that escaped was a tiny squeak. Peter sat up and hugged her close, still thrusting fiercely, "I'm close!" Natasha grabbed his head and pulled him to her chest, "Do it inside...I'm sterile, it's ok!" Peter quickened his pace, his rod a blur as he used his superhuman speed.

Natasha's got louder and higher with each thrust, passers by could hear her clearly. Peter and Natasha simultaneously howled and tensed as their orgasms hit them like a ton of bricks. They collapsed on the bed, gasping for air. Natasha gave him a peck on the cheek, "You are the best I've ever had, and I've had sex with Stark!" Peter smiled widely, "Now that's an ego booster." Peter got up and put his tights back on. Natasha smacked his butt playfully, "Nice ass Spidey." Peter smiled at her, "You butt isn't too bad either."

Peter walked out of the door, "See ya tomorrow Widow." Natasha blew a kiss to him, "I'll be waiting." Peter left the room and went back to his. He ran into Clint Barton, a.k.a. Hawkeye, "Spidey, hey buddy." Peter smiled, "Hey Hawkeye, how's it going?" Clint shrugged, "It's going, anyway I hope you're not too drained to play some Xbox." Peter raised an eyebrow, "Why would you think I'd be drained?" Hawkeye put an arm around Peter's shoulder, "Natasha can be a little wild during sex."

 _To be continued..._

 _And that's chapter 6. Please favorite, follow, share and/or review. Leave a comment for the next female Avenger you'd want to see with the Insatiable Spider-Man. I'll try to update a chapter at least every Wednesday and maybe another on Saturday if I'm free. Also, please check out my other story, "_ _ **The Doctor's Ladies**_ _", I'd really like the support. Thanks for reading!_


	7. Chapter 7

**Disclaimer: Spider-Man and all associated characters are owned by Stan Lee, Marvel and Disney.**

 **Chapter 7**

Peter groaned as he walked to his room after a very awkward meeting with the other Avengers. Apparently, almost all of the team heard what he and Natasha did yesterday. Peter was about to enter his bedroom when he was stopped by Captain America. "Spider-Man, hold on," he called after Peter. "What's up Cap," Peter asked the star spangled man. Captain America handed him a package, "It's from home, Fury said it was ok to give it to you." Peter examined the small box, "Ok, thanks."

He went into his room and sat at his desk. Peter ripped off the tape that sealed the package and opened it. Inside was his digital camera and a small note. He opened the note and read it. "So you won't forget about us, love MJ," Peter read aloud. He looked at the camera puzzled, it was just his camera. He picked it up and opened the panel on the side, to Peter's surprise a video had been recorded. He pressed the play button and waited for it to load. Suddenly, the screen was filled with the image of MJ naked on his bed masturbating.

Peter almost dropped his camera, "Whoa! Why the hell did she do that?"

 **~~~ Hours Earlier ~~~**

Ava, Gwen, Felicia and Mary Jane all sat in the living room, everyone glum, frustrated and horny. Gwen huffed, "When is he coming back?" Ava sighed, "When The Goblin has been dealt with, but I don't know how long that'll take." Felicia clawed the couch, ripping the fabric, "This is ridiculous, how can they just take him away from me.. uh us?" Ava glared at the cat burglar, "Hey, no clawing the couch! I can't do it, then you can't either."

Felicia growled, "I can't wait this long, I have a standard that needs to be met and these toys aren't working." Ava blushed, the girl's were trying to satisfy their needs with her collection of sex toys that she kept under her bed. Felicia stood up, "I'm going to the gym to go punch the shit out of a bag of sand." Ava stood to, "I'll come with you, I need to blow off some steam."

The two women walked out of the house and drove to the gym. Gwen slumped down in her chair and let out a depressed sigh. MJ bit her lip, anxiety taking over her body, "Uh, Gwen, can you help me with something?" Gwen's eyebrow raised as she follow MJ upstairs into Peter's bedroom. MJ grabbed Peter's camera and handed it to Gwen, "I want you to tape me." Gwen stared at her confused, "Why?" MJ began to take off her clothes, "For Peter, I'm gonna send him something special."

She laid down on his bed and beckoned Gwen closer. Gwen quickly went to her and pointed the camera at her redheaded friend. MJ licked her fingertips and began to rub her clit. She pouted her lips and tried to make the sexiest face she could. She gasped as her slender fingers slipped into her tight pussy. She began to pump in and out of her sopping cunt, moaning loudly, "Ah, Peter!" Gwen rubbed her thighs together as she recorded MJ's performance.

MJ cupped her breast and squeezed the mound of flesh, her moans echoing off the walls. Her back arched and her hips rose off the bed towards the camera. Gwen unconsciously slid her hand into her jeans and began to rub her clit. MJ took her soaked fingers out of her cunt, her juices dripping off. She put her fingers in her mouth and sucked the juices off, seductively moaning while looking into the camera. Gwen threw the camera on the desk and stripped too. She pounced on MJ and kissed her forcefully.

And the camera was positioned to capture it all. Peter stared at the video drooling. He quickly sprung up from his desk and closed the door, locking it.

 **~~~ A Few Hours Later ~~~**

Janet van Dyne, a.k.a. Wasp, walked around the mansion. She sat down with her teammates in the living room. "She was loud too," Hawkeye laughed with Tony and Thor. "What are guys talking about," Wasp asked confused. Tony chuckled, "Are you serious, you didn't hear?" Thor grinned, "The young Spider-Man has lain with Romanoff." Wasp gasped, "Really? He has to be bigger playboy than Tony if he got Widow."

"He didn't just get her, he dominated her! You could hear her on the other side of the mansion," Hawkeye laughed. Tony smirked, "The kid's totally embarrassed, but he shouldn't be that's a major accomplishment." Wasp groaned shaking her head, "I'm gonna go check on him." She got up and ran out of the living room to Peter's bedroom. When she got there she saw that the door was closed and locked. She knocked on the door, but no one answered.

She looked down and saw the crack at the bottom, giving her an idea. Wasp shrunk down to the size of an ant and flew underneath the door. She looked around the room, her eyes widened when she finally saw Peter. He was at his desk holding a camera watching a video, his hand around his member masturbating. She gasped as he let out a deep groan and his dick spewed out his jizz. "152, that's gotta be a record," Peter said breathlessly as he continued to stroke his rock hard member.

Wasp felt a wet feeling around her pussy. She rubbed the crotch of her costume, squeezing her thighs together as she stared at Peter. Her hand slipped into her tights and began to rub her fingers along her slit. Wasp almost fell to the ground when her wings stopped as she fingered herself. She quickly flew to the bed and sat on his sheets, with a perfect view to Peter. She slid her tights and soaked panties to her ankles.

Wasp spread her legs and began to pump her fingers in and out of her cunt. She bit her lip as she stared at Peter stroking his towering member. Peter panted as he began to pump faster, his grip tighten around his shaft. Wasp lifted her top and pinched her marbled nipples. She felt a tingling sensation in her stomach and began to moan louder. Both Peter and Wasp quickened their pace and simultaneously came. Wasp muffled a loud moan that escaped from her mouth as she shook from her orgasm.

Peter sighed and slumped back in his chair, "153." He gasped when he turned to his bed and saw The Wasp regular sized and naked. She opened her eyes and gasped, trying to cover herself up. "What are you doing here," Peter asked, frantically trying to gather his clothes. "I heard how embarrassed you were so I came to check on you. But when you didn't answer I shrunk down and saw you masturbating, it got me hot so I did it too. My orgasm must have disabled my powers," Wasp explained.

"You can get out now," Peter said blushing. She looked down at his erect rod, "I can't leave you like that." She crawled over to his and grabbed his member, the entire thing covered in his jizz. Wasp stared in awe at his rod, examining his length and size. She licked the fresh cum off of the head, moaning at the taste. She took his stick in her mouth and sucked the rest of his cum off of him. Peter moaned as she began to bob her head along his length, sucking happily.

Wasp squeezed his balls lightly, forcing a wad of his precum into her mouth. She pulled his hips to her face, allowing all of him to go down her throat. Peter grabbed her dark hair and groaned, his spunk spraying into her throat. Wasp swallowed the thick cream and licked the excess off. She climbed on top of Peter and sat on his lap, aligning his member with her lips. She lowered herself on his rod, moaning as it filled her stomach.

Wasp wrapped her arms around his neck and began to bounce on his member. Peter grabbed her hips and began to thrust upwards into her tight pussy with his superhuman strength. Wasp yelped when she felt his head hit her G spot with great force. She pulled his face in between her cleavage, allowing his to suck on her nipples. "I s-see why Widow slept w-with you," Wasp moaned, her voice shaky.

Peter grabbed her tight ass cheeks and thrusted into her at full force. Wasp cried out as her nails dug into his skin. "Oh, Spidey! Ah yes... I'm gonna cum... Fuck I'm cumming," she screamed as she felt her orgasm building up. The sound of his member thrusting into her filled their ears, drawing them closer to their climax. With one final thrust, Peter exploded inside of her, sending her over the edge. "Spidey," Wasp cried out as her orgasm hit her.

She collapsed on his chest, gasping for air. Peter's member flopped out of her cunt, falling into his lap. "154, world record," Peter said breathlessly. Wasp smirked at the young hero, "Thanks for the fun Spider-Man." Peter kissed the smaller woman, "Call me Peter."

~ **~~ Meanwhile At Oscorp ~~~**

The Goblin and Doctor Octopus traveled underneath the Oscorp building. Octavius entered the code to open the door to his lab, but it wouldn't open. Frustrated, The Goblin shot a blast at the door, sending it flying. They walked into the charred remains of Otto's lab, searching for the computers. Once he found them, Otto activated them, the cracked screens lighting up.

"Tell me, how is this going to help us kill Spider-Man," Octavius asked slightly annoyed. The Goblin pushed the doctor aside and began to type on the keyboard, "Patience Otto, the plan will come together soon enough." The screen filled with images of red blood cells. The Goblin smiled, "Spider-Man's DNA, one of the only this more valuable than platinum and gold."

Otto looked at the screen, "That's impossible, I thought all my research was destroyed in the fire." He turned to the Goblin, "Are you going to make a Spider Army?" The Goblin let out a hearty laugh, "That plan fail multiple times, no I'm going to find out his secret identity." The Goblin ran Peter's blood through an identification system. Otto groaned, "What's the use of knowing his identity? He's under S.H.I.E.L D. protection, we can't touch him."

"But we can get to his loved ones," The Goblin said as the test finally finished. The screen was filled with the image of Peter's face. The Goblin gasped, "Unbelievable, my son's best friend is Spider-Man!" An evil grin grew on his face, "This will be easier than I thought." His eyes widened when he saw a black cell amongst the red. "A lot easier," he said pulling Otto in front of him. Otto gasped when he saw the black cell, "Is that..."

"Yes, it is, there are still traces inside of him. I need you to enhance it, there's going to be a change of plans," The Goblin said with giddy as he walked towards to the exit. Otto turned to his partner, "Where are you going?" The Goblin grinned, "Gathering the team."

 _To be continued..._

 _And that's chapter 7. For those who don't know about the fire in Otto's lab, watch Ultimate Spider-Man episode "_ _ **Revealed**_ _" so you will understand. Please favorite, follow, share and/or review. Please leave a comment for who you want to see with the Insatiable Spider-Man. I will be updating every Wednesday. Chapter 8 is being written as you read this. Thanks for reading_


	8. Chapter 8

**Disclaimer: Spider-Man and all associated characters are owned by Stan Lee, Marvel and Disney.**

 **Chapter 8**

The Goblin flew high on his glider through the skies of New York City. His gauntlet made a beeping sound, indicating a message coming through. He pressed a button and immediately a holographic image of Doctor Octopus came from it. "What is it Otto," The Goblin asked impatiently. "I found away to enhance the Venom DNA but, it will only bond with the others if I get a sample of Carnage, since that's what he was," Otto explained.

The Goblin growled, "How am I supposed to get a sample of Carnage?" The doctor smiled, "Your son became Venom by bonding with Carnage, there might be traces in his blood like there are in Parker's." The Goblin smirked, "Otto, you're a genius, I'll get the sample as soon as possible." With that, he disconnected the call and flew at full speed to Harry's apartment.

 **~~~ Avengers Mansion ~~~**

Peter closed the door to Natasha's room behind him after their "training" was finished. He went into the kitchen and poured himself a cup of coffee. He sat down at the table and groaned, "I'm drained, I need to get my fluids back up." Dr. Bruce Banner strolled into the kitchen and poured himself a cup of coffee as well, "Oh, hi Spider-Man." Peter waved lazily, "Hi Dr. Banner." Bruce looked at Peter with a worried expression, "Are you ok Spider-Man? You seem tired."

Peter let his head drop onto the table, "I'm completely drained, I've been training a lot recently." Bruce nodded understandably, "Ah, I see. Natasha can be a little overwhelming, but she's the best we've got at hand-to-hand combat." Peter laughed to himself, "You have no idea." Bruce patted him on the back, "Don't worry Spidey, things will get better."

Then, a beautiful woman with a familiar tone of green skin strutted into the kitchen. Peter's jaw fell when he saw the stunning beauty. "Bruce, can you show me where the weight room is," asked the green goddess. Bruce walked over to her, "Oh yea, I forgot to mention, Spider-Man this is my cousin Jennifer. I gave her some of my blood so now she's She Hulk." She Hulk waved at the drooling young man, "Hi. Er... Do you need a tissue?"

Peter quickly wiped his mouth, blushing a deep red, "H-Hi." She Hulk smiled at the boy and turned back to her cousin, "So, where are the weights?" Bruce rolled his eyes, "They're that way, and are you ever going to revert back to your normal state?" "Is the Hulk ever going to speak full sentences," She Hulk shot back before walking away with a skip in her step. Bruce sighed and shook his head, "That's family for you." He gazed at Peter who was still staring at the direction She Hulk exited. "You like her don't you," he asked the teenager.

Peter stammered uncontrollably, "N-N-No, I uh... she's really hot." Bruce chuckled, "I can't say she isn't." Peter scratched his head with a quizzical look, "I thought she would be more like you when she 'Hulks out'." Bruce sat down with him, "She got the better part of the gamma radiation from my blood." Peter glanced at Bruce, "Why doesn't she go back to her regular form?"

Bruce sighed after taking a skip of his coffee, "Before the accident, Jen was very insecure, she was frail, petite, rather plain. But when she transformed she had all the confidence in the world." Peter nodded understandably, "I see, so she doesn't like who she really is." Peter looked at the clock and sighed, he was supposed to meet up with Wasp in a few minutes. Peter took his coffee and left the kitchen, "See ya Doc!" Suddenly, his communication went off. He looked down at his wrist to see Nick Fury, "What's up?" "The Goblin has been spotted flying around the city, rather close to a friend of yours," Fury explained.

 **~~~ Harry's Apartment ~~~**

Harry let out a loud sigh as he walked into his penthouse apartment. It had been a long day at Oscorp and the stress of his father attacking the city was getting to him. He walked over to the bar in his kitchen and poured himself a glass of scotch. He strolled to the giant window and stared down at the city as he drank. Suddenly, an explosion threw him on his back. He groaned as he sat up and saw a huge, floating figure where his window used to be.

The smoke cleared and The Goblin grinned at his terrified son, "Hello Harry." Harry backed away from his father, "D-D-Dad... W-What are you doing here?" The Goblin crept closer to Harry with a sinister grin on his face, "I need a little something from you." He reached out his hand to grab Harry but was stopped when a web stuck to the back of it. The Goblin yelped when he was yanked back and fell on his back. He looked up and growled when he saw Peter, Ava, Sam, Luke and Danny standing over him.

"Spider-Man, every time I try to accomplish something you have to pester me," The Goblin growled, firing an energy blast at the heroes. Peter dodged it and flipped over to Harry. "Harry, I need you to get out of here," Peter instructed his friend. Harry nodded, unable to speak and made a break for the door. The Goblin quickly fired a blast at the door, stopping Harry in his tracks. "I need you Harry," The Goblin said blocking Luke's attacks.

He punched Luke into the wall, crashing into the neighboring apartment. Danny charged at The Goblin, his fists catching fire. He jumped over The Goblin's head to attack him. The Goblin quickly shot him in the chest, sending him flying. Luke snuck behind The Goblin and put him in a sleeper hold. The Goblin reached behind him and flipped Luke over his back into the ground. Sam fired an energy blast at The Goblin, throwing him back.

Sam fired a barrage of blasts, flying straight at him. The Goblin swatted Sam into the wall, groaning in frustration. Ava pounced on the grotesque, fiercely clawing at him. She dodged the punches thrown by The Goblin, while trying her hardest to hit him. Peter rushed over to the hole in the wall with Harry, "C'mon, we have to go!" He hopped out, taking Harry with him and swung away. " **Spider-Man,** " he roared, rushing after them. Ava leaped in front of him, "Oh no you don't!"

Peter swung down to the ground, landing on the sidewalk. Peter let go of him, "Alright, get as far away from her as you can." He shot a web up and swung up back to the apartment. Ava groaned in pain as The Goblin swatted her across the room. Peter landed next to her, "Are you alright?" Ava nodded, but gasped when The Goblin fired a blast at Peter. She leaped in front of him, blocking Peter from the attack at the last minute.

Peter went to her side and lifted her up to his body. "Ava, are you ok? Speak to me, please," Peter cried shaking her, his heart thumping through his chest. The Goblin hopped on his glider and quickly flew down to the ground. Peter pressed the call button on his communicator, " **We need paramedics here now!** "

Harry's face went pale when he saw his cackling father coming straight for him. He ran as fast as his feet could carry him as his father flew closer. The Goblin fired a tiny robot at Harry from his gauntlet, hitting his vein. The robot filled with blood, much to The Goblin's joy. The machine detracted from Harry and returned to The Goblin's gauntlet. The Goblin let out a loud, evil laugh before flying away at full speed.

The Goblin flew back to Oscorp, a grin plastered on his face. He strolled into the lab, cockiness evident in his walk. He handed Otto the robot before following him to the computers. Otto put Harry's blood in the analyser, running various tests on it. He laughed when he saw a few familiar black cells floating around with the red. Otto typed on the keyboard, trying different codes and mixtures on the blood from both Peter and Harry. Finally, after hours of work, Otto took a vial of red liquid and smirked, "I've done it! I have made a serum to make Carnage again!"

The Goblin snatched the vial away from Otto, examining the liquid himself. "Good, good Otto. Now the next phase of my plan," his said before tossing the vial back to the doctor. He got on his glider and turned to Otto, "I'll be back with the rest of the team." The Goblin flew out off of the other side of New York.

 **~~~ The Next Day At The Avengers Mansion ~~~**

Peter walked into the training room to see She Hulk. Her biceps flexed as she easily lifted the dumbbells. "If you're looking for Widow, she's out on a mission," She Hulk said nonchalantly lifting the weights. Peter sat on the bench next to her, "I know, I can still work out." He shot a web at one of the dumbbells and yanked it into his hand. He smugly lifted the weight with ease, "I have super strength too." She Hulk rolled her eyes and stood up. "Yo Spidey, wanna break some robots," She Hulk said as she programmed the battle simulator.

"Why not? I have a lot of pent up energy," Peter shrugged, tossing the dumbbell down. Soon training drones surrounded them. She Hulk smashed the drones as they charged at them. Peter jumped and dodged around the drones, crushing their heads with great vigour. She Hulk gasped when Peter attacked the drone she was about to destroy. She paused the simulator and marched up to him, "What's wrong with you? You're acting like Bruce."

"Sorry, it just that one of my loved ones got hurt yesterday and I'm a little frustrated," Peter panted. She Hulk's brow furrowed, "You need some relief, let's go to my room." Peter gulped, knowing where this was going, "I, uh kinda have a girlfriend," said Peter as he tried to leave. She Hulk grabbed his costume and lifted him over her shoulders, surprising him. "I kinda don't care," she shot back before strolling out of the training room. She Hulk snuck through the mansion and into her bedroom.

She closed the door behind her and dropped Peter on the bed. He tried to sit up but was shoved down by She Hulk. She straddled his hips and smirked at him, "I've heard some rumors about you, you're a real player." She bent down, yanked his mask off and kissed him passionately, making him squeak. She pulled down his tights, releasing his hardened member. She licked her lips as she began to stroke it slowly. Peter let out a quiet moan as he felt the outline of her cunt slide along his length.

She Hulk pulled her leotard aside, revealing her glistening lips, her green hairs trimmed in a heart. "Cute," Peter joked with a grin. She Hulk tightened her grip around his shaft, a little too hard making Peter yelp, "Gah, easy with the equipment." She Hulk smirked, "That'll teach you about cracking jokes." She lowered herself on his member, moaning as he filled her tight pussy. She rocked her hips back and forth, "Oh god you're big, even bigger than Juggernaut." Peter grinned, "Bigger than Juggernaut AND better than Tony? Am I amazing or what?"

Peter grabbed her hips and began to thrust upwards, hitting her cervix. She Hulk moaned loudly, biting her lip in a seductive way that drove him insane. Peter's hands slid from her hips to her shapely ass. She Hulk looked down at him, her lustful, green eyes burning into him, "You're a bad boy Spider-Man, I don't think I gave you permission to touch my ass." Peter smirked and began to rub the plump cheeks as he use his superhuman strength to thrust harder.

She Hulk ran her fingers through her dark green locks, her moans growling louder with each thrust. Suddenly, Peter flipped over, putting She Hulk under him. Peter kissed and sucked her collarbone, drawing a satisfied sigh from her. Peter lifted her legs above her head and started to pound her sopping cunt at full force. She Hulk cried out, clutching the sheets as he hit her G spot.

Soft whimpers escaped from her, music to his ears. She Hulk shot a playful glare at him, "Getting cocky are we? Well I have a trick for you." She Hulk grunted, her walls clamping around his shaft. Peter gasped as her cunt squeezed on his member. "Oh Spidey... God.. I'm cumming, I'm gonna cum," gasped She Hulk, her breath rigid and shaky. Peter grunted in response, his hips a blur with his superhuman speed. She wrapped her limbs around his body, pulling him closer to give him a powerful kiss.

With one last thrust, Peter came inside of her, sending the green goddess over the edge. Her wet channel tightened around him more, squeezing the cum out of him. She Hulk's body trembled under him, shaky whimpers echoing throughout the room. Their bodies relaxed and fell on the bed, both heroes panting in a sweaty heap. "You sure are amazing, I can't wait for next time," She Hulk gasped with a wide smile on her face. Peter smiled at her, "Me either."

 **~~~ Oscorp ~~~**

The Goblin typed on the keyboard, scanning through S.H.I.E.L.D. information. He stopped when he saw a peculiar man. "Ah, that's just who I need," said The Goblin as he opened the files of Maxwell Dillon. His sinister grin grew as he read more and more. He went to the next file and opened it, his eye lot up when he read more on Flint Marko. He opened another one, a file on Sergei Kravinoff. The Goblin let out a loud cackle, backing away from the computer and getting on his glider.

"Have you found what you eree looking for," ask Otto as he continued his experiments on the Carnage serum. "That and much more," replied a giddy Goblin before flying away.

 _To be continued..._

 _Chapter 8, done! Please favorite, follow, share and/or review. The battle is about to begin and Spidey needs one more Avenger gap before facing The Goblin, comment for who you want it to be. Thanks for reading!_


	9. Chapter 9

**Disclaimer: Spider-Man and all associated characters are owned by Stan Lee, Marvel and Disney.**

 **Chapter 9**

Peter was escorted through the S.H.I.E.L.D. Headquarters by numerous armed agents. Peter turned to the room the agents pointed out, thanking them. He opened the door slightly and poked his head in, "Hello? Anybody here?" Ava sat up a little in her hospital bed, "Peter, is that you?" Peter walked into the room with a smile, warming Ava's heart. Peter sat down on the edge of her bed, leaned in and kissed her tenderly. She moaned when his tongue slipped into her mouth and fought for dominance with hers.

Ava pushed him back, a little out of breath," Don't get me riled up, I still need to heal." Peter groaned in disappointment and stood up, "Alright. How you holding up?" Ava shrugged, "I'm ok, but you were right; these things are itchy." Peter laughed, "I did tell not to get hurt anytime soon." His expression changed to a serious tone, "Why did you jump in front of me anyway?" Ava smiled at him, "I owed you my life.."

"But you could've gotten killed," Peter exclaimed, scaring Ava a little. She looked at him worried, "Peter I..." Peter's eyes watered up, "If you died, I don't know what I'd do. I love you too much for that to happen!" Ava cupped Peter's face, "Peter, I love you too, that's why I did it. I'll do anything for you." Peter sighed, calming down to Ava's caring touch and tone. She scooted over to let him lie next to her. They lied there and embraced each other, basking in their love. After a few hours, Peter heard Ava's steady breathing indicating that she was asleep.

Peter quietly rose from the bed and snuck out of the room. He closed the door behind him gently not to wake her up and walked into the command centre of the S.H.I.E.L.D. Headquarters. Peter smiled when he saw Nick Fury who was talking to an agent, "Yo Nick!" Fury turned to Peter to greet him, "Ah Spider-Man glad you're here, there's someone I want you to meet." Just then, a beautiful blonde woman walked into the room. She wear a black skin tight leotard that really showed off her large bust and alluring curves. "Spider-Man, meet Carol Danvers, a.k.a. Ms. Marvel," said Fury as he introduced the stunning blonde heroine.

Ms. Marvel stuck out her hand for Peter to shake it. Peter gave her a handshake, looking over the beautiful woman. Fury headed for the exit, "I'm assigning you to escort Ms. Marvel to the mansion." Peter's heart started to race, he got to be with this hottie longer! Peter gave Fury a mock salute.

Peter and Ms. Marvel flew high over the streets of New York City. Peter was lucky that his spider sense automatically told him where to shoot his webs because he was paying attention in the slightest. His eyes were glued to Ms. Marvel's plump butt. He felt a tingling in the back of his head but he didn't care, he was busy watching Ms. Marvel. He was ripped out of his thoughts when he saw her disappear with her supersonic speed. Suddenly, he felt a strong hand yank him down. Peter fell to the ground with a thud and was surprised when he saw Ms. Marvel standing over him.

"I'm pretty sure that'll keep you from staring at my ass," She growled as she glared down at him. "Uh, sorry," Peter apologized, blushing under his mask. "I don't even why they made you an Avenger," Ms. Marvel said walking away. "What do you mean? I'm more than qualified to be an Avenger," Peter exclaimed offended. "You're immature, unruly and untrained, I've seen your files, you're too reckless," Ms. Marvel ranted. Peter looked down in shame, was he really not fit to be an Avenger?

Peter stood up and swung away, allowing Ms. Marvel to fly behind him to the mansion.

 **~~~ Later At The Avengers Mansion ~~~**

Ms. Marvel walked into the lounge where she saw Natasha, Wasp and She Hulk laughing. "Are you serious, you caught him yanking it," Natasha asked Wasp laughing. "Yep, for the one hundred fifty-second time," Wasp answered, joining her friends in hearty laughter. "Who are you talking about," Ms. Marvel asked, sitting next to Natasha. "One of the guys here," answered She Hulk with a smirk. Ms. Marvel pondered over the vague answer, who could they be talking about?

"So, how are you liking it at the mansion," Natasha asked Ms Marvel. Ms. Marvel shrugged nonchalantly, "It's ok but I'm skeptical about who you allow to join." She Hulk glanced at her with an eyebrow raised, "What do you mean?" Ms. Marvel sighed, "I mean you let Spider-Man join, he's no where qualified to be an Avenger." Wasp looked up at her spot on the floor, "How so?" Ms. Marvel scoffed, "He's disorderly, unruly, reckless, immature..."She Hulk smirked, grabbed the remote and began to flip through channels, "He's nothing like that now, maybe 5 years ago." Ms. Marvel raised an eyebrow, "What are you talking about?"

"Spider-Man's registered as an Avenger twice, you must've read the first file," Wasp explained as she began to watch t.v.. "He was an Avenger before," Ms. Marvel asked in shock. "Looks like you've got some reading to do," said Natasha with a smirk on her face. Ms. Marvel went to the computer room and located the updated version of Spider-Man's records. Her eyes widened when she saw the things he did, especially most recently. She bolted from the computer to Peter's room. She knocked on the door, waiting for him to answer. Hawkeye walked by with an eyebrow raised, "If you're looking for Spider-Man, he was supposed to be at the S.H.I.E.L.D. HQ." Ms. Marvel rushed inside and flew quickly to S.H.I.E.L.D..

 **~~~ S.H.I.E.L.D. Headquarters ~~~**

"Thanks for coming Parker, we really needed an expert for this," Fury said as he led Peter to the main computer. Peter looked at the large screen glitching. Peter began to type on the keyboard frantically, "What happened to the computers?" "Someone hacked into the database and stool files of some prisoners. And before we could trace the signal they shut down the entire system," Fury explained. "Do you know who the prisoners were," Peter asked looking up from his work. "No, that's what worries me," Fury groaned. Peter pecked on the keyboard a few more times before putting his fists on his hips triumphantly, "All done." Fury patted him on the back, "Good job Peter."

Suddenly, Ms. Marvel zoomed in, out of breath. "S-Spider-Man, can we t-talk," she said panting. "Uh, sure," Peter said uneasily. The two of them went to the lounge where they were alone. Peter sat down on the couch, "What did you want to talk about?" Ms. Marvel blushed a deep red, "I'm sorry for what I said, I assumed that you were just a knuckleheaded kid but you're so much more..."

She scooted closer to him, "...You're a hero..." Ms. Marvel couldn't help but get hot around Peter, what he did was beyond heroic, "...You're a savior..." Peter and Ms. Marvel leaned in close, their faces inches away from each other, "...You're a man." Peter held the nape of her neck and pulled her in for a lustful kiss. Peter lied on his back, pulling her on top of him. She straddled his hips and began to grind against his hardened member. He rubbed his tongue against her lips, begging for entrance. Ms. Marvel patted her lips, moaning when his tongue slipped into her mouth.

Peter's hands glided along her curves until he reached her plump butt, hesitant to touch it. Ms. Marvel looked at Peter with a grin, "Go ahead, you deserve it." Peter grabbed her juicy cheeks, squeezing them while rubbing his member against her crotch. Ms. Marvel reached for his tights and pulled them off of his crotch, releasing his engorged stick. She pushed her leotard to the side, allowing the head to rub against her trimmed cunt. "No foreplay," Peter asked jokingly. Ms. Marvel smiled at him, "I like to get to the point faster than others."

She lowered herself down on his rod, gasping as it filled her up. Peter grabbed her curvy hips and began to grind his pelvis deeper into her. She started to bounce up and down on his length, moaning softly with every bounce. Peter thrusted upwards into her tight pussy, letting out a deep groan. He watched her large breasts as the bounced in front of his face. Unable to control himself, he yanked the top of her leotard down, releasing her full, firm mammaries. Peter took one her rock hard nipples in his mouth and sucked on it, playing and tweaking the other.

Ms. Marvel pulled his head closer to her chest, her ass slapping quicker into his lap. Peter gently bit her nipple, sending electricity through her body. Peter thrusted with his superhuman strength, directly hitting her G spot. Ms. Marvel threw her head back and cried out, her scream echoing throughout the lounge. Peter wrapped his arms around her waist, slamming his rod into her sopping cunt. Ms. Marvel wrapped her limbs around his torso, "Oh, S-Spidey, I'm gonna c-cum!"

Peter pushed her on her back, using all of his strength to plow into her pussy. She couldn't hold back her screams any longer, she let out a loud scream as Peter hit her cervix. Ms. Marvel grabbed Peter's face and kissed him passionately, getting closer and closer to the edge. Peter felt a familiar tingling in his loins, he thrusted into a final time and came inside of her. The feeling of his jizz flooding her pussy sent Ms. Marvel over the edge, she let out a high pitched scream, her back arching and toes curling.

The two heroes collapsed on the couch, panting loudly. Peter lifted her up into his lap, their parts still join together and kissed her. "Wow, that was amazing, I never had that big of an orgasm before," Ms. Marvel exclaimed after they parted. Peter smiled and let go of her, allowing her to separate from him. Suddenly, the rumble of a giant explosion particularly destroyed their eardrums. The two of them ran out to the command centre where they saw Fury and many other agents scrambling around.

"Nick what happened," Peter asked over the chaos. There's been an attack on the prison," Fury replied pulling up security camera feed. The image of The Goblin and Doctor Octopus walking through a hole in the wall filled the screen. Peter growled, "I have to stop them." Ms. Marvel turned to him, "I'll go with you." Peter cupped her face, "This is my fight and I need to fight it." Peter then shot a web and swung away.

The Goblin and Doc Oc searched through the prisoners in their cells. "Since they security system is back up, Spider-Man might be here, so we need to hurry," The Goblin told Otto. "Too late," Peter exclaimed before swinging into The Goblin, knocking him on his back. One of Otto's tentacles shot at Peter, missing him miserably. Peter shot webs at Otto, making his tentacles stick to the ground. He ran up towards Otto and hit him with a flying kick, making him call hard to the ground.

The Goblin enraged shot at the direction where the more dangerous villains were. Peter gasped when he saw Electro and Kraven walk out through the smoke. "Ah, Electro and Kraven the Hunter, just the men I wanted to see," The Goblin greeted the villains. "What's going on here," Electro asked confused, the same as Peter and Kraven. The Goblin made his way through the rubble to find a container shaped like an hourglass. He crushed it, allowing tons of sand fall to the ground.

The sand began to rise and form a body. Sandman looked around confused about what was going on, "What happened here?" "Gentlemen, I have released you from your prisons for one purpose: to destroy Spider-Man," The Goblin said to the convicts. "I don't want you to kill him just yet, I have a bigger plan for him," The Goblin whispered to all of the battle ready villains. Electro smirked, "Good enough for me." He fired an electric blast directly at Peter's head. Peter dodged it barely m. Sand surrounded Peter and threatened to squash him. He shot a web at the roof and pulled himself to safety. Kraven kicked Peter to the ground in midair.

Electro shot another blast at Peter, who flipped out of the way. Unfortunately, he flipped in the direction of Kraven and Sandman who attacked him. Peter dodged the sand shaped like a sword as well as Kraven's actual sword. The Goblin grinned, "Now we have all the people except the most important one." The Goblin turned to Octavius and gave him a signal. Otto nodded to The Goblin and pressed a button on his vest. In lightning fast speed, a needle shot out and stuck Peter. The liquid inside pumped into his blood stream.

Peter groaned and collapsed on the ground in agony as he felt something in his body change. "Alright gentlemen, let's get out of here before S.H.I.E.L.D. sends the reinforcements," The Goblin said as he hopped on his glider and flew away. The four other villains followed him out of the hole in the wall. Then just Fury and a few agents ran into the room, "Spider-Man are you alright?" Peter nodded, "Yeah I'm fine, but Goblin and Octopus got away with Electro, Kraven and Sandman." Fury sighed, "I guess we know who the prisoners were, The Goblin has his team and now he can attack at any time." Peter rubbed the place where the needle hit him,

 _To be continued..._

 _Chapter 9 posted! Sorry I was late with this chapter, I have school and stuff so you know. Please favorite, follow, share and/or review. Spider-Man will not be doing a lot of love making for a while after this, so for those who only came for sex scenes, I'm sorry. Spidey will still be doing Marvel beauties later on, leave a comment for who you want to see paired up with him. Chapter 10 is in progress as we speak, thanks for reading!_


	10. Chapter 10

**Disclaimer: Spider-Man and all associated characters are owned by Stan Lee, Marvel and Disney.**

 **Chapter 10**

Peter punched the wall, leaving a large dent in the steel. " **Damn it,** " Peter growled, " **I can't seem to catch a break!** " Just then, Fury, Ms Marvel, Luke, Sam and Danny ran into the room. "Spider-Man, what happened," asked an alarmed Fury. Peter sighed, "The Goblin and Octopus freed some dangerous prisoners." Fury swallowed a lump in his throat, "Which ones." "Sandman, Electro and Kraven," Peter replied sitting down on a pile of rubble to rest.

"I guess we know his plan to kill me," Peter chuckled, "And what files he took." Fury turned to Peter's teammates, "I I'm sending Peter home with you four, he needs the protection and you can't take on all of them by yourselves." Fury walked over to Ms. Marvel, "You need to warn the other Avengers, make sure that they survey every inch of the planet and pummel Stark for the cheap prison design." Ms. Marvel nodded and flew away from the S.H.I.E.L.D. Headquarters.

"I want all of you in a quinjet,The Goblin could attack you if you travel home freely," Fury ordered the teenage heroes. He turned to Peter who was sulking on the pile, "Good luck Parker and be safe." With that, Fury walked out of the destroyed prison, leaving Peter and his team alone. "Alright Pete, let's get you home," Luke said leaving with Sam and Danny.

Peter sighed standing from the pile and followed his teammates, rubbing the spot the needle stuck him on his neck.

 **~~~ Oscorp ~~~**

"Am I the only one wondering why The Goblin broke us out of prison," Electro asked after being escorted to Otto's lab. "Because I need you to help me destroy the Avengers," The Goblin said working on the computer. Octavius' eyes widened, "The Avengers? You said we were going to destroy Spider-Man!" The Goblin smirked, "Taking out one superhero will get us nowhere, but killing an entire team will give us power."

"So how do expect us to take out the Avengers? The Hulk alone will be able to stop us," Octavius exclaimed. The Goblin pulled up a close up images of Peter's blood, showing how the symbiote bonding with his blood cells. "We have more power than you realize, but we need one more person," The Goblin explained.

The Goblin smiled when he saw the symbiote successfully bond with the cells. "With the symbiote in Parker's bloodstream, he will more aggressive, wild..." He turned to the other villains, "...Evil. He will be perfect to add to the team." The Goblin smirked, walking towards the exit, "But there's one thing we have to do to insure that he follows through."

 **~~~ Parker Residence ~~~**

Peter sighed as he entered his house after Luke, Sam and Danny. Aunt May rushed from the kitchen table and over to Peter, "Peter you're home, is Ava ok?" "She fine Aunt May, she just had an accident," Peter said, trying to call her down. He could see her visibly relax, letting out a relieved sigh. Gwen entered the kitchen and ran to hug him.

"You missed me," Peter asked leaving the kitchen with Gwen. "Like you wouldn't believe," she answered putting her head on his shoulder. Peter grabbed her arm and pulled her upstairs to his room. He closed the door behind them and threw her on the bed. Gwen looked at him surprised, "What are you..." Peter began to strip, an evil grin spreading across his face, "That little video you and MJ made got me riled up, so I'm just returning the favor."

He pulled down his pants, releasing his erect member. Gwen gasped in shock, it was much bigger than it had ever been, a few inches added on and thickness. "P-Peter, I don't think I can handle that," she stuttered in slight fear. Peter grabbed her and lifted her up, making Gwen squeak. He jumped up and stuck to the roof, pulling her pants off as he flew through the air.

Peter aligned himself with her entrance. "P-Peter wait," Gwen said in vain, Peter's mind not the same. A deep red filled his eyes and a fangs visible in his smile. He plunged into at once, stretching her tight cunt. Gwen gasped loudly as he began to ram his huge shaft in and out of her. Gwen wrapped her legs around his waist, her moans echoing throughout the room. Peter smirked and released his grip on the roof, flipping over on the bed to perfectly land in a new position, not missing a beat.

Gwen threw head back against his chest and let out a loud moan, her hip gyrating on his rod as it thrusted into her. Peter grabbed her hips to hold her in place before using his superhuman strength to plow into her wet channel. With each thrust, Peter hit her sensitive G spot, sending electricity throughout her body. He pushed her on her hands and knees, grinning as he saw his large rod disappear into her tight ass.

Gwen gripped the sheets tightly, whimpers escaped from her lips as Peter pounded her cunt. Peter's could feel his tame nature slipping, he began to growl with each thrust. Peter grabbed her hair and pulled her head back, gaining leverage to thrust harder. Gwen winced when he pulled her hair, but the mix of pain and pleasure drove her closer and closer to the edge

Peter leaned forward and kissed her neck, nipping and sucking her weak spots. Gwen trembled underneath his carnal behavior, her muscles shook as her orgasm neared. Peter felt his orgasm coming to, his hips moved in a blur. With one final thrust, Peter exploded deep inside of her, his thick spunk filling her up. Gwen let out a high pitched scream as her body shook from her orgasm, her eyes rolling to the back of her head.

Peter let her drop on the bed as she had passed out from her orgasm. He smiled he saw his cum spill out of her. Peter looked down at his ringing communicator and saw MJ's face on the caller ID. "Yea," Peter said when he answered the call. "Hey sexy, did you get my video," asked MJ happily. "Yes I did, in fact I just thanked Gwen for her part," Peter said grinning as he turned to the passed out blonde. "I have a surprise for you, come over to Felicia's, be here before midnight, I'll be waiting," she said with a seductive voice before hanging up.

Peter grinned, put on his costume and left through the window. As he swung over the streets of New York, he stopped to admire the beauty of the many glistening stars. Unfortunately, it wasn't a good place to stop. Suddenly, a swarm of Octobots flooded the sky around him. Peter went into his fighting stance and waited for them to attack. They all rushed him at once, only for Peter to jump over them. Peter shot a web back at their direction and slingshot at the with lightning speed.

He crushed the top of one with his strength and flipped over to another, punching through the steel cover. He ripped some wires out of it, making it spiral out of control and crash into the street. High above Peter, The Goblin and the other villains watched on as Peter destroyed the Octobots. "Don't you see? He's become vicious and sinister, he now shows no mercy in battle," The Goblin said grinning as he watched Peter.

"But will he join us," Octavius asked still skeptical. The Goblin smirked at his comrade, "Why wouldn't he?" Peter picked up a manhole cover and slung it at the Octobot, making it crash into the robot, destroying it. He sighed as he finished the last one and was about to swing off, "Where are you going so soon?" Peter turned to the voice and saw The Goblin hovering over him. Peter got into his fighting stance again but was surprised to see The Goblin laughing, "Don't worry Spider, I'm not here to fight, but to give you an offer."

"What kind of offer could you ever give me," Peter scoffed. "To join my team and help me destroy the Avengers," The Goblin answered hopping off of his glider. Peter raised an eyebrow, "What happened to destroying me?" The Goblin casually strolled towards Peter, "Destroying you would be a dream come true, but then I really wouldn't accomplish anything. But if we destroy the Avengers, we'll gain all the power in the world." Peter felt his carnage emotions trying to surface, he really liked the idea of being powerful. Plus, all those Avenger women at his beck and call.

Peter shook his head to rid the thoughts from his mind. He glared at The Goblin, "No way, I'm never gonna join you, ever!" The Goblin frowned, "Well that's too bad, but I'm sure you'll reconsider later on." The Goblin charged at Peter and threw a punch. Peter dodged it and flipped out of the way. The Goblin pressed a button on his gauntlet, making rockets fire from his glider. Peter shot web at the noses of the rockets and flung them at The Goblin, sending him flying back.

Peter jumped on top of him and began to pummel The Goblin with his powerful punches. Peter could feel a carnal force come over him and he began to beat The Goblin relentlessly. The Goblin fired a blast at Peter but missed when Peter flipped the opposite direction. Peter shot a web at the manhole cover that was lodged in the Octobot and flung it at The Goblin's face. As soon as it hit him, Peter grabbed the cover and began to beat The Goblin mercilessly with it.

Getting tired of the fight, The Goblin stuck Peter with a needle filled with another dose of the Carnage symbiote. When Peter doubled over in pain, The Goblin swatted him away and escaped on his glider. When he returned to his group they all laughed at him. "Nice job converting him Osborne," Octavius laughed. " **Silence, all of you** ," The Goblin growled, "I was wrong, he needed a little more than I thought." Peter panted as the pain subsided and his strength returned. Actually, he was feeling even stronger than before.

He looked at his communicator and saw that it was almost midnight. He quickly got up, brushed himself off and swung to Felicia's. He stuck his head through the open window, "Honeys, I'm ho..." "Nice one Peter," yelled an angry MJ, "Didn't you promise to be here **before** midnight?" Peter rubbed the back of his head as he climbed through the window, "Yeah about that... Sorry babe, Osborne was extra needy tonight, he couldn't stop kissing my fi..."

He stopped mid sentence when he saw MK in red see through lingerie and matching panties. "It's my 21st birthday you inconsiderate excuse of a lover," she said in a mock angry tone. "Wow... Did you... You really... You know... That's..." Peter stopped stammering and looked closer at her, "Are those my web shooters?" Suddenly, MJ shot webs at his wrists, glueing them to the wall. "Whoa wait, wait," Peter exclaimed trying to break free but he couldn't. "Remember that extra strong webbing you were experimenting with," MJ reminded him.

"I'm sorry I kept you waiting, I didn't think you were planning anything big," Peter apologized. He mentally slapped himself, "You did didn't you?" MJ walked over to him and lifted his mask over his mouth, "You. Have. No. Idea!" Peter grinned, "Erm, than let's not spoil it then. You can be mad at me after your birthday." MJ smirked, "Who said I wasn't enjoying it already? Did you forget who's house this is?" Felicia walked into the room in her Black Cat costume, "Ready for round two Red?"

She smirked at Peter, "We have our own Spider-Doll for us to play with for an hour until the webs dissolve." Felicia began to rub her plump cheeks along his length. She hugged MJ close and gave her a sensual kiss, "Gimme some sugar Red." The two beautiful women kissed passionately, their tongues fighting for dominance. Peter tried to wiggle free, "C'mon girls, you're killing me, I can literally die from this."

Felicia and MJ broke away from each other a thin string of saliva connecting from their lips. Peter whined, "I can see the headlines for the Daily Bulge tomorrow: Spider menace defeated by his own blue balls." Felicia and MJ looked at each other smirking and began to rub his erection through his tights.

Felicia dropped down to her knees and pulled down his tights, allowing his large member to spring out. She bit her lip seductively and looked up at him, "You're trying to sound mad, but your friend here is screaming for some party-time." Peter growled, "That's because he is a well-known turncoat, bad Spider-cock! Bad!" Felicia ran her tongue on the underside of his member, making him moan, "That feels... Mmm... Nice!" Felicia grinned as she gently squeezed his balls, "Told ya."

MJ got down beside Felicia, "Give me some room. Let's do it like we planned earlier." Felicia scooted to the other side of his member, "Suit yourself Red. Mi cock és su cock." MJ took his thick rod into her mouth, sliding most of it down her thr

oat. Peter let out a deep groan, "Fuuuuuccck!" Felicia smiled and cheered her on, "Not bad. All that dildo training worked. Not even a sign of gag reflex."

Felicia and MJ began to lick the bulbous head, sending waves of pleasure through his body. "Oh fuck, I can't resist much longer. Uhh... Oh don't stop! Right there! Your warm tongues are so soft! Uhh... You're driving me nuts, you crazy two... Ngh... Just a little more," Peter moaned loudly. Felicia smiled, "It's working! He's really on the edge. Time for the second phase of our plan." MJ happily slurped his precum, "You're right, I got a little carried away."

The two women rose from their positions and walking away from the struggling Peter, "He's ready, let's go." Peter tried to pull out of his restraints, "What? No wait, what are you doing? Get back down there. Why'd you stop?" Felicia smacked MJ's was, "Go suit up." "Ok, be right back with our special thing for our special day," MJ giggled, leaving to the other room. Felicia swaggered over to Peter with a mischievous smile on her face. She ran her nails on his balls, "Bad, bad Spidey... It took an entire champagne bottle to make her feel better, now it's time for her to REALLY feel better."

Peter winced at her nails, "Ow, ow, ow, nails!" Felicia smirked at her lover's reaction. She pulled down her tights and sandwiched his member in between her plump cheeks. She began to grind against his pelvis, "You don't like my claws? Maybe you prefer something smooth and slick like my butt." Peter desperately tried to break free, ;Please, please Felicia. Untie me and we can have fun together. All three of u..."

Peter looked over at the door when MJ came back, eyes bugged when he saw she was wearing his costume and a double strap-on. " **WHAT THE FUCK!** Please, easy there, we don't have to try out every fetish, let's leave my prostate alone at least for tonight." MJ giggled at him, "Oh no Tiger, you'll hang in there. I waited all night, you'll be doing the same."

"Don't be silly Spidey, that's for me. A boyfriend of mine spoiled Mr for plain old regular sex, sound familiar," Felicia giggled with MJ. Peter gnawed on the webbing, "Nopenopenopenopenopenope, please don't do this to me." Felicia got down on her knees in front of MJ and began to suck on the dildos to wet them. MJ pinched her nipples as she looked down on Felicia, "So this is what Spider-Man sees while he gets blown by the Black Cat. I could get used to this " Felicia smiled and released the dildos, turning away from MJ on all fours, "Enough foreplay, I'm soaking wet and those bad boys are more than slippery enough."

MJ aligned the tips of the toys with Felicia's holes and pushed them in slowly. "Why just the tip, You teasing little bitch," Felicia growled. MJ grinned, "You like it rough huh?" Felicia clawed the ground, "Yeah, I like it fucking rough, now shove those things..." MJ pulled back her hip and thrusted forward with full force, shoving all of the toys inside of Felicia's holes. "...IN," Felicia moaned loudly, throwing her head back. "Take that kitten whore," MJ snickered as she moved her hips. Peter tried to bite the webs, "Help... Please... I need to cum... Damn you web fluid!" MJ pulled her top over her breasts and pinched her hard nipples, "Now, who's the one over the top, Fel. Enjoying much?" Felicia cried out, clawing the carpet, " **YES! FUCK ME SPIDER-BITCH! FUCK ME WITH THAT WEIRD DOUBLE COCK OF YOURS, YOU FUTA MUTANT SUPER SEXY HERO CUNT!** "

 **~~~ About An Hour Later ~~~**

"Wow," Felicia huffed out of breath, on her back after an hour of sex. "Phew that was intense, I didn't know you could do that with your tongue," MJ gasped. The girls' blood ran cold when they saw a shadow come over them. They turned to see a grinning Peter, "Yeah about that, I wanna try a few tricks myself." He grabbed the two beautiful women up with his superhuman strength, "Up we go!" "Oh my..." Felicia gasped. "Be careful Pete, I'm still sore." Peter sat down with them one his lap, "You two got it coming, fucking teasers!" Peter pushed his member in between their two mounds, "You wanted to deny me a fuck, FINE! But you will make me cum!" He grabbed their hair to keep them in place and began to rub his member against their moist lips. "You already did most of the work anyways with your little show..." Peter growled through gritted teeth.

Peter thrusted one final time and cried out. His angry red stick spewed his thick cum, landing on their laps. "Finally, that was actually worth the build up," Peter sighed as he sat back on his hands. MJ and Felicia stood up, wiping of the jizz. "See, was that much complaining really necessary," MJ giggled. "You're such a whiner Pete," Felicia added. Peter suddenly shot up, surprising the girls making them tumble forward. Red webs shot out of his fingers, tying them together. "What the fuck," both of them exclaimed in shock.

Peter threw them on the floor, his member bigger than it was before. ;You two aren't off the hook yet, I'm kinda surprised you forgot about my stamina," Peter said looming over them. "Damn you champagne, tampering with my better judgement," MJ cursed out loud. Peter put on the double strap-on, "Since you seemed so eager to try out the multiple fuck kink, let's add one more cock to the equation." Peter's grin grew wider, his large fangs clearly visible to the frightened girls, "I won't stop until you're walking funny!" "Fel, I'm scared," MJ squeaked. "Yea, there aren't enough cocks to deepee both of us," Felicia replied.

 _Finally, chapter 10! Sorry guys, I've been super busy, plus the website was down and I had complications with my storyline. Anyway I'm going to be posting during the weekends now, because I have school. Please favorite, follow, share and/or review. Also, if you want to see your favorite Marvel hottie with the Insatiable Spider-Man, leave a comment, I'm gonna need some until I go into the second story arc. Thanks for reading!_


	11. Chapter 11

**Disclaimer: Spiderman and all associated characters are owned by Stan Lee, Marvel and Disney.**

 **Chapter 11**

The Goblin monitored the large screens closely, examining the symbiote bond directly to Peter's DNA. "This is turning out much differently than intended," he said to himself stroking his sore jaw, "Still not sure if it's for better or for worse." The Goblin walked away from the monitors deep in thought, "I will have to alter the plan a bit to compensate for these unexpected turn of events."

He returned to the main room where his fellow villainous teammates were waiting. "There has been a slight change in plans; Otto I need you to hack into the S.H.I.E.L.D. systems again to find extra information," The Goblin told his partners. "I can't do that," Otto replied with irritation, "Whoever repaired their systems the first time put up a program to prevent us from doing so again." The Goblin growled, "Damn it, then we will have to infiltrate their facility." He turned to Sandman, "I believe we're in need of your expertise."

 **~~~ Avengers Mansion ~~~**

Peter groaned as he sat through the briefing of a mission with his fellow Avengers. He played with his fingers while blocking out Captain America and focusing on something more appealing. He turned to Natasha who was sitting next to him, "Ugh, when are we getting out of here? I wanna do a little 'training' if you know what I mean." Natasha shot a glare at him, "Are you serious?" Peter sighed and sat back in his chair. He looked around to make sure no one was looking and slowly shifted his hand to her thigh. "Stop it," Natasha said in an angry whisper

Peter slipped his hand in between her legs, pulling down the zipper to her form fitting pants. Natasha let out a quiet sigh as he rubbed her sensitive clit. "Parker, if you want to keep your fingers, stop," Natasha threatened, giving him a death glare who in return smirked. With great force and speed, Peter stuffed three fingers into her tight snatch. Natasha bit her lip, trying to hold back the moan growing in her 's fanged grin grew as he saw Natasha's mouth hang open and her face flush. He could feel her pulse quickening from the throbbing of her cunt.

Natasha's breath grew ragged as Peter pumped his fingers in and out of her. She bit her knuckle to fight back the moan that was threatening to escape from her lips. "Widow, you OK," Captain America asked noticing her condition. Natasha jumped a little, blushing harder, "Uh yeah, just uh a little nervous." Captain America gave her a confused look as well as the rest of the team. Since when is the Black Widow nervous about a mission? Fortunately, Captain America shrugged it off and continued.

Before Peter could do the same, a hologram of Nick Fury appeared before the team, "Avengers, I need everyone on high alert! The Goblin and his band of escaped convicts have been spotted in New York." Tony sat up from his laid back position, "That's a little too close to home." Fury nodded, "You bet your ass Stark. Captain, take Widow, Hawkeye, Thor and Wasp with you to DC, I'll meet you there." He turned to Peter with a stern stare, "Stark and Spiderman, I need you to report to HQ immediately." Peter shot up from his seat, "What!? This is my fight, I don't need anybody else fighting it." Fury groaned, "They're after you specifically, if you're present during the battle, stakes as well as the casualties will be higher. Peter sighed in defeat, "OK fine, I'll be there."

 **~~~ S.H.I.E.L.D. Medical Facility ~~~**

Ava let out a sigh of relief as the nurses cut the last of the incredibly itchy bandages, letting them fall from her body. She groaned as she stretched and worked her stiff muscles. "Any word on him," Ava asked the head doctor as he walked in. "I'm sorry Ms Ayala but Director Fury has ordered Spiderman to refine in HQ until further notice," he replied. Ava's face fell, "And you're sure that the tests are correct?" The doctor went to the cabinets and came back with medication, "Ms Ayala, we ran your blood through the system ten times, per your request, and they all came back positive." Ava took the pills given to her, cringing from the taste. She let her head fall in her hands, "How am I going to tell him this?"

 **~~~ S.H.I.E.L.D. Headquarters ~~~**

Sand sifted through the ceiling and onto the floor of the S.H.I.E.L.D. Headquarters. The large mound of sand rose into the form of a man. Sandman reached for his earpiece, "OK I'm in, I seriously thought this place was literally airtight." "Focus Marko," The Goblin ordered, "The mainframe should be a few rooms away from your current location." Sandman peered out of the door, "Yeah one question: How am I gonna get there? They're gonna see a bunch of sand traveling through the hallway and I can't just walk out there.

"I got it," Electro exclaimed through the earpiece, "You know that broad Maria Hall right? Just turn into her. She's got access to practically everything and no one will mess with you." Sandman grinned evilly, "That's crazy enough to work." Sandman shifted his body, making himself look exactly like Maria Hill. He opened the door and stepped out into the information centre. The room was packed with running agents busy with work. Sandman tried to walk normally but his knees would not keep still. "At least it's better than falling apart," he thought to himself.

Peter huffed as he strolled through the hallways, "Fucking Fury, I could easily take out those lame excuses for villains." A devious fanged grin grew on his face when he saw Sandman walking through the large crowd of agents. Sandman jumped when he felt a strong hand hit his butt. He turned around to see Peter smiling at him, "Hey sexy, your boss got me a little pent up, you wanna help me relax." Sandman stood there frozen, " _Oh my god Spiderman, he must think I'm that Hill chick_ ," Sandman thought to himself.

"Sorry... can't... busy..." Sandman replied using his powers to disguise his voice. With that, he backed away from Peter and rushed over to the opposite direction into the heart of the system. Sandman reached for his earpiece, "Guys, Spiderman is here and he just smacked my ass." "Wait, Spidey's gay," Electro asked shocked. "Focus," The Goblin growled, "Marko, insert the drive into the mainframe and Otto will take care of the rest. Sandman shifted into his original form and inserted the flash drive into the mainframe as instructed.

 **~~~ Oscorp ~~~**

"I'm in," Otto said with sinister smirk. He found Peter's files and documents and began to read them. Otto raised an eyebrow when he saw the surveillance files on Peter. "It appears that young Spiderman has gathered a quite significant number of sexual partners all of which are meeting at his residence." The Goblin smirked, "Well isn't he a Casanova? We might have to pay them a visit.

 **~~~ Parker Residence ~~~**

"Hey everyone," Ava said giddily as she walked through the door. She stopped in her tracks when she saw Gwen, MJ and Felicia sitting down with their heads on the table. "What's wrong with all of you," Ava asked sitting down with them. "It's not what's wrong with us, it's what's wrong with Peter," Gwen replied lifting her head from the table. "What do you mean, when he comes to visit, there's nothing wrong with him," Ava said pondering .

"He's been super rough with us, it was like he was possessed. And I'm still sore," MJ added now looking at Ava. "Whatever happened after that prison break at S.H.I.E.L.D. left me and Red sitting on donuts and Gwen unconscious," Felicia groaned with a twisted face. "Oh come on, it's Peter we're talking about, it can't be that bad," Ava replied chuckling. "You say that but wait until he gets his hands on you," MJ groaned letting her head fall back on the table.

Ava laughed at her friends'complaints, especially Gwen's adventure with Peter. Ava's laughing smile turned into a troubled frown. "What's wrong Ava," asked Gwen noticing the change in her friend's mood. "I have to tell you guys something," Ava said in a slight whisper. She reached into the top of her tunic and took out her amulet. "Is that the thing that gives you your powers," Felicia asked now interested. "My amulet yeah," Ava replied, "When I was in the hospital I noticed that I was healing slower than usual. I had doctors run tests on me." "And," MJ asked now a bit nervous.

"I'm losing my powers," Ava finished, "I don't know how but I'm getting weaker by the second " She looked down at the amulet in her hands, her vision getting blurry from the tears swelling in her eyes. "I've been the White Tiger for so long," Ava managed to say between her shallow gasps, "I don't know what to do . I can't ask the ones before me because they're all... they're all..." Ava couldn't hold it in anymore, the weight of all this information took its toll on her. She burst into tears where she was, her body doubled over as she sobbed.

Gwen, Felicia and MJ rushed to her side, doing their best to soothe her. "Ava it's going to be alright," MJ said reassuringly. "Yeah, Peter can think of a way to help you," Gwen added rubbing Ava's back. Ava's loud cries went to a dead silence. Her head snapped up, her fangs visible as she growled at the window, " **Kraven!** " Suddenly, a figure burst through the window, jumping on top of Ava. Kraven grinned down at the snarling Ava, "Hey there Tiger, heard your were losing your powers." She kicked him off of her, sending him back through the window. "Luke! Danny! Sam! It's go time," Ava called out, jump out of the window herself.

Sam, Luke and Danny rushed out of the house to see Doctor Octopus towering over them, "Good afternoon gentlemen, is Peter home?" Luke and Danny charged for Otto's robotic arms trying to knock him down. Otto swatted them away, making them crash into the house. "You weaklings aren't worth my time," Otto said as he pressed a button on his vest. Just then, a swarm of Octobots surrounded the heroes. Ava clawed at Kraven, failing to hit her archenemy. Kraven ducked another one of her hits and grabbed her face. He leaned in close, "Such a pretty young lady. I'll tell you what: if you flop I'll kill your friends quickly and painlessly. And after we destroy the Avengers, you can come be my sex kitten." Ava gagged, "I'd rather die than be your 'sex kitten's." She kneed him in the gut and flung him over her shoulder.

MJ and Gwen look on in shock and fear as their friends fought the villains. Felicia, now in her Black Cat costume flipped over the frightened girls. "Get back, this might get dangerous," Felicia instructed them before running towards the fight. She ran over to Kraven and kicked him in his back sending him flying towards Ava who punched him to the ground. Kraven cackled at Felicia, "Would you look at that, of the Spider's pussycats." Felicia have Ava a disgusted looked, "I kinda get why you hate this guy."

Aunt May rushed into the kitchen where Gwen and MJ were, "What in the world is going on?" The three women turned around when a looming shadow fell upon them. They were left speechless as Ottoas looked down on them, "Ms May Parker, the beautiful woman of the hour. Let's not make a scene and come willingly." Out of nowhere, a blast knocked Otto down. Sam grinned, "You got a nice silver tongue Doc, too bad I have to melt it." Sam charged an energy blast but was sent spiraling to the ground after getting hit by an Octobot. Luke hopped on top of if and punched through the shell, ripping out the wiring. The Octobot crashed on the ground in a blaze. Luke turned to his friends, "Get Aunt May outta here, we'll deal with these guys."

MJ nodded and helped Aunt May up, "C'mon, we have to do what he says!" MJ, Gwen and Aunt May ran out of the house and towards Gwen's car. "What about Ava and the others," Aunt May said still shaken. "Don't worry, they got away," Gwen lied trying to calm her down. They stopped in their tracks when one of Otto's arms dropped in front of them. They turned to a smirking Otto, "Hello ladies."

 **~~~ S.H.I.E.L.D. Headquarters ~~~**

Peter sighed as he put away his communicator, no one was returning his calls, not even Aunt May. He sat back in his seat and looked around bored. He jumped when he felt two slender arms fall on his shoulders. He turned around to see Maria smirking at him, "Hey Spidey, you should've told me were here, we could've had so much fun." Peter looked at her confused, "What're you talking about? I asked you earlier, you said you were busy." Maria returned the look, "I've been in my office all day, this my first time being here."

"We've been hacked," Fury cried out frightening the young agent next to him. "Friday, I need you to patch me into the system," Tony said as he helped the tech team. Peter and Maria rushed into the room, hearing Fury's screams from the other room. "How did we get hacked," Fury asked the tech team as they frantically began to work. "They must of had the codes," Tony answered as he worked too. "I'm running a trace," said one of the agents. The team of agents fell silent when the screens filled with the face of Otto Octavius. "Uh director," said the agent. Fury's eye widened, " **Shut down all systems! Shut down all systems before it...** "

Suddenly, every screen, computer and light turned off. Peter's spider sense went off and it was strong. He looked up to see the lights spark, "Uh oh." Everyone followed suit as a thumping noise came from the ceiling.

"Oh my god, Banner!"

"Magneto?"

"Director Fury, what do we do!?"

Peter ignored the screaming agents and tried to determine the location of the danger. The lights began to spark more and the banging got louder. All of the sudden, electricity fell from the lights onto the floor in front of Peter. Peter looked up in horror to see Electro smiling at him, "You guys like that? I think I did pretty good." Immediately, the agents opened fire on Electro. The villain laughed at the futile attempt, "Yeah, that didn't go as you planned. Oh and don't mind the sand.

Almost immediately, flying sand filled the room, blinding the agents. Peter tried to find any of his allies. His eyes widened as Electro appeared through the cloud of sand, "Hey kid, how ya been?" Peter cried out as a fist made of sand launched him into the ceiling. Peter's spider sense went off again, making him move out of the way as the Goblin burst through the roof. Peter collapsed onto the floor, frightened as The Goblin smiled at him, "My boy." A surge of electricity went through Peter before everything went black.

 _Aaaaaaaaaaannd I'm BACK! Thank all of you my faithful readers for waiting. I'm sorry, for all those who didn't read the notice, I lost the passwords to both my account and recovery email so I couldn't post. I'm not doing any schedule, but a chapter will be posted at least every week or every other week. Chapter 12 will be up soon and there will be a lot more coming. Start thinking about your favorite Xmen girls because they're coming as well. Favorite, follow, share and/or review. Thanks for reading!_


	12. Chapter 12

**Disclaimer: Spiderman and all associated characters are owned by Marvel, Stan Lee and Disney.**

 **Chapter 12**

Nick Fury groaned in frustration as the agents around him were either regaining conciseness or getting situated. "Those sneaky, psychotic bastards," yelled Fury as he kicked a pile of rumble next to him. "I want all of this damn sand cleaned up and I want it cleaned up an hour ago," he barked to the agents. He walked out of the central control room and towards Tony who had just returned from the mainframe. "So, did you find out how they did it," Fury asked as he walked with the iron avenger. Tony typed up away on the holographic keyboard projecting from his arm, "Well, I found this bug in the main computer, I got Friday tracing the location of the hack." Fury nodded, "Any clue on who put it there?' Tony continued on with his work, "Yeah about that, I checked the security cameras and it should Maria implanting the bug."

Fury scoffed at Tony, "It wasn't her, she wouldn't do that."Tony raised an eyebrow, "And how do you know it wasn't her?" Fury opened the door to the interrogation room and walked in to see Maria sitting down, uncaring about the agent trying his best to make her crack. "Well, other than the severe consequences of doing a stunt like that," Fury explained, looking on in amusement through the one way mirror, "she wouldn't want to sabotage her relationship with Parker." Tony looked at Fury in shock, "He banged her too!? Damn, I need to step up my game." Fury knocked on the glass, signaling the agent to stop. The panting, sweaty agent walked in, "It's alright...I almost got...her boss." Fury glanced at the Tony who tried hard not to laugh, "It's ok, she's got an alibi."

Fury and Tony walked out of the room laughing. "Poor kid, he looked like he was the one getting interrogated," Tony said wiping his eye. Fury cleared his throat, "So, did we get any additional trouble during the attack? What about Banner?" Tony went back to work on his keyboard, "He was asleep during the attack, but we sedated him to make sure,he won't wake up until three days." Friday appeared in her hologram form in front of the men. "Good afternoon Tony, I have the location of the hacking point." Tony looked up from his work, "Ok show me." A hologram of Oscorp popped up next to Friday. Tony stroked his goatee, "Called it." Fury took out his communicator, "I want troops armed and ready to go for immediate extraction and or termination. They'll be civilians so I want stun weapons." He turned to Stark, "I need you to come with us, we might need some of your weapons and technology know how." Fury marched towards the Quinjets, "These guys want a war, they're getting one.

 **~~~ Oscorp ~~~**

"And thanks to our engineers improving our genetic breakthroughs and our technology," Harry said as he presented to the board, "Oscorp has surpassed many of the competition, even rivaling Stark Industries." Harry stopped when he saw a Quinjet fly past the window. He paced towards the door, "I'm sorry, excuse me for a moment." Harry hurried to the elevator to get downstairs. His heart sank when he saw dozens of S.H.I.E.L.D. agents and Iron Man in the lobby. "What is going on here," Harry asked as he walked over to Iron Man. Tony scanned the building, "There's been a cyber attack on S.H.I.E.L.D. and we believe your father did it in this building."Harry was dumbfounded, he shook his head in disbelief, "No, there's just no way. He could've of been here, we would've seen him."

Tony's suit chimed as Friday finished the scan. Tony turned to Harry, "Unless he was hiding in your basement." Harry looked at his confused, "What are you talking about?" Tony walked outside with Harry, along with some agents, "You have a secret lab underneath the building. I'm guessing someone tried scrambling the signal to avoid revealing the exact location."Just then, Tony found a keypad on the wall of the building. He scanned the wall and found a door. He fired his laser at it, cutting a hole through the door. The agents marched into the charred remains of Otto's underground lab.

After a while, one of the agents came back up, "There's no sign of The Goblin, his accomplices or Spiderman sir." Tony nodded as Friday finished fixed the signal. Just then, Harry got a call on his cellphone. Harry answered the phone, "Yes, what is it." A frantic Oscorp worker was on the other line, "Mister Osborn, I've been calling you for hours! The Goblin and bunch of other guys just attacked one of our cargo planes!" Harry could feel his heart beating out of his chest, "What!?" Tony intercepted the call, "You got that Fury?" Fury nodded, "Yeah, but what would he want in a cargo plane?" Tony stroked his chin, "What if he didn't want anything inside, but the plane." Fury's eye widened, he jumped up and started barking orders at the agents, "Everyone search the planet for any irregular and unregistered aircrafts! I want them tagged and grounded! Stark get to Washington, we'll secure young Osborn."

 **~~~ Elsewhere ~~~**

Otto examined Peter closely, "Is he breathing? I can't tell." Norman walked into the room, "He's fine." Otto checked Peter's vitals again, "I can't tell." Norman stopped beside his allies, looking down at Peter with them, "Wake him up." Electro grinned and walked up to Peter, "Let me do it." Norman grabbed his shoulder, "No, Otto..." Electro brushed Norman's hand away, he reached over to shock Peter, "C'mon, let me..." Norman pulled Electro back, he glared at him, "What did I tell you about powering up!" Electro glared back at Norman, "I heard what you said Osborn." Norman rolled his eyes, "With the dozens of satellites around the world they use to monitor genetic shifting." Electro folded his arms and raised his eyebrow, "How come they didn't find us back at Oscorp?"

"With all of the genetic experiments going on at Oscorp, they wouldn't have notic-" Electro cut Norman off by gesturing to Otto, "What about Doctor Octopus over here?" Otto rolled his eyes and shook Peter's shoulder with one of his robotic arms." Norman frowned at his comrade, "Otto has a different genetic structure than us, his is in constant flux-" Electro waved his hand, cutting off Norman again, "Okay, alright." Pete groaned as he began to gain consciousness. "Dillon... Electro, whatever you're calling yourself now, you have to learn to let a man finish his sentence," Norman said annoyed. "Guys," said Otto as he noticed Peter. Electro rolled his eyes, "I will when I hear a sentence worth finishing, I will." Otto got their attention with his robotic arms, "He's stirring."

Peter groaned as his vision returned to him. He looked up to see Norman and the rest of the villains standing over him. Norman smiled down at the unmasked Peter, "My boy." Suddenly, Kraven roared out in anger, " **A fucking kid!?** " Without warning, Kraven rushed over and punched Peter in the face. Kraven grabbed Peter's top, " **This little bastard ruined my life!?** " Peter's eyes turned red as his pained groan turned into a viscous growl. Red tendrils sprouted from his back and shot out at Kraven. They pinned up against the wall, slowly tightening the grip on his throat. Norman grinned at the scene, "You see Otto, this is our creation, our masterpiece."

Peter shook his head, snapping out of his bloodthirsty trance. The tendrils disappeared back in Peter's body. Norman looked down at Kraven with a disappointed look, "Kraven, considering that you are clearly the weakest amongst us and considering my generosity towards you at your darkest hour, your behavior is unacceptable." Kraven wiped the blood from his nose, "O-Ok." Peter starred at Norman who was in his human form, "O-Osborn, you're...how..." Norman laughed at the boy, "My boy I could control my transformation for years now."

Peter eyed Norman, still in shock by his situation, "Osborn, why do you keep calling me 'boy'?" Norman grinned as he walked over to look Peter in the eye, "Peter, you are, simply said, my finest hour. My greatest creation," Norman started, " **We** created you, Otto and I. We created Spiderman." Norman stood up and smirked at Peter, "In a way, Otto and I are your parents." Peter glared at Norman, gritting his fanged teeth, "And you...are all kinds of crazy." Norman chuckled at the young wall crawler, "It's ok Peter. The last time you and I were in the same room... It was just an adjustment period." Norman stood beside the other villains, "The problem as I see it... the reason you and I have so much work cut out for us... is because you've been hanging around with the wrong people."

"Impressioable young man, out there in the world, forced to grow up faster than you should," Norman continued, sounding more and more like the sociopath mastermind his alter ego is, "No father, no male role model to speak of... and along comes Nick Fury. And he talks his talk and he tells you all those things. Norman smirked evilly, "Well, all of us are in the same boat is my point." Electro yawned, "Oh so **that** was your point, I was beginning to ask." Norman rolled his eyes, "That's why I made a special trip to get you. That's why I wanted to have this talk with you." Norman smiled as he saw the Carnage symbiote control Peter's emotions, "You're with us now. And you are going to be there with us on this history making day."

" **NO** ," screamed Peter as he broke free from his restraints. He hopped out of the chair and clung to the wall, snarling at the villains. Norman looked on in awe at his creation, "Incredible." He put his arm up to stop his comrades from attacking Peter. Peter growled at Norman, " **I am not your boy! I am not your creation! You fucking nut case, backstabbing, lying, goofball of a lunatic! And the thing is...I think you were like this before Oc pumped you up with goblin juice! And if you think for one sec-** "

Norman put his hand up to cut Peter off, "Your Aunt May will die tonight." Peter stopped talking and starred at Norman with fear in his eyes. "And then, if you still can't behave, I'll kill all of your little girlfriends. Even Ava, it'll be easy since she's losing her powers." He glared at the petrified Peter, "Do we understand each other? My first choice is to embrace you for the young man I know you are destined to be. But if you talk to me like that again, I will punish you."

Norman offered Peter his hand, "I'll forgive you this once, but right now, the six of us have very important things to do in a very small window of opportunity to do them." Norman's body began to change, his appearance similar to his Goblin form. He grinned, flashing his fangs, "At the end of it, you will know exactly who you are... And I think you, like us, will like what you see." Peter fell from his position on the wall. He looked up at Norman, surrendering, "Okay, okay just leave them alone."

Suddenly, the room began to shake and tilt. Peter fell over while everyone else held on to something for support. "Otto! Tell that disgraceful eyesore of an Octobot to level the damn plane," Norman barked at Otto who quickly made his way to the cockpit. Peter stood up as the room went back to normal, "Wait, we're on an airplane?" Norman nodded as he transformed into the Goblin, "Indeed, and we appear to have reached our destination." The Goblin turned to Electro, "Time to execute the plan."

 **~~~ The White House ~~~**

The young secretary jumped when the President slammed his fist onto his desk. "So you're telling me that there are five enhanced super criminals out there, most of which are Alpha level threats, and you don't know where they are," he screamed into the phone. "Unfortunately, yes sir Mr President, all of our available agents are working on it as we speak," said Fury on the phone. "Do you know what they want," asked the President as he paced the floor. "He seems fixated on one of the newer members of the Avengers, Spiderman, other than that, he's motives are unclear," Fury replied. The President sighed, "Just find them Director, I can't handle all of this pressure." "Yes sir, Mr President, and don't worry, we'll find him, and if anything goes down, you have the Avengers to back you up," said Fury reassuringly.

The President hung up the phone and sighed as he rubbed his temples. All of a sudden, the lights went out. Everyone in the oval office was scurrying around to protect the President. The room was lit up by an enormous explosion outside of the window near the gates. Outside, many soldiers were rushing towards the front gate of the White House. Almost all of them were vaporized by an electric shock wave. The survivors looked up in horror at The Goblin, Doctor Oct, Electro, Sandman, Kraven and Peter walked away form the inferno of a crashed plane to the White House lawn.

The Goblin put his arm around Peter's shoulder, "This will do." A large shadow loomed over them as they reached the White House. They looked up to see a new and improved Helicarrier above them. Immediately after, Iron Man and Thor could be seen flying out of the giant vehicle. Captain America, Hawkeye, Black Widow and the Wasp ran out into the lawn. "Osborn," yelled the Captain, "you're trespassing .

 _To be continued..._

 _Chapter 12 is uuuuuuuuuupppp! I mean to post it earlier Saturday morning but I was kinda busy. Finally the showdown everyone was waiting for: The Sinister Six vs The Avengers will be in Chapter 13! Favorite, follow and/or review, thanks for reading._


	13. Chapter 13

**Disclaimer: Spider-man and all associated characters are owned by Marvel, Stan Lee and Disney.**

 **Chapter 13**

Peter could only stand like a statue as the Goblin and the other villains battled the Avengers. Even with all of the destruction around him, he was completely stationary. Captain America charged at The Goblin, he leaped up above the villainś head. The Goblin fired lasers at Cap, roaring as his attacks were deflected by the vibranium shield. The Wasp yelped as she nearly dodged Ottoś cybernetic limbs. She fired a blast from her cuffs, annoying the sinister scientist. Hawkeye jumped from his perch on the White House before the Goblin shot a blast at him. Hawkeye shot arrows at the Goblin, hiding behind a pile of rubble as they blew up in his face. Iron Man fired rockets at Sandman only for them to be consumed by his sand body. Sandman's fist grew and hit Iron Man with an uppercut, sending him flying.

The Goblin grinned evil at Captain America, "Well, well, well Captain, I guess the computers were right about you being here."

Captain America glared at him in his fighting stance, "You're going back to the Triskelion Osborn! We know all of your tricks!"

The Goblin let out loud, hearty laugh, "You actually think we'd attack the White House with just our wits and a prayer? All of us have an ace in the hole."

With that, the Goblin burst into flames, sending Captain America flying back. Kraven threw Black Widow over his shoulder. He grinned at the Goblin who gave him a nod. With a mighty roar, Kraven's appearance changed from a normal a man to a monstrous beast. He slashed at Black Widow, forcing her to retreat backwards. She flipped backwards, kicking Kraven in his chin. Captain America threw his shield at the Goblin's face, kicking it back in forth as it ricocheted off of the villain's face. The Goblin swatted Captain America away annoyed at the constant blows.

Electro blasted Thor with electricity, forcing him into the Helicarrier. With another blast, he caused an explosion that sent the Helicarrier spiraling. Iron Man groaned as he barely dodged the sand being shot at him.

Iron Man flew higher to get out of Sandman's reach, "S.H.I.E.L.D Control, I need a direct download to coordinate a genetic lock and engage a temporary genetic paralysis on one of these-"

"We're on it Mr Stark," said the agent on the coms.

Iron Man groaned as he stopped himself from falling after getting hit by the Sandman, "I kinda need it now!"

"We're having multiple surges in because of all the interference from Thor and Electro," replied the agent over the static, "Weŕe doing ourkkkzzzaatt!΅

Iron Man shot a blast at the Goblin, frying his bare back. The Goblin let out a roar of pain and anger, " **FURYYYY**!"

Just then, the coms came back on, "We can only load one sequence at a time, Mr Stark. Whose do you want zzccrraahhllee!"

Suddenly, a blast of sand hit Iron Man in the back, sending him flying to the ground. The Goblin grabbed the still Peter and picked him up. He growled at him, "Boy…" He turned around to see Captain America getting back up. The Goblin threw Peter at the star spangled man, "Do something useful!"

Peter snapped out of his trance and flipped over Captain America. Peter took his mask off in frustration and got in his fighting stance. Captain America gave Peter a disappointed look, "Kid? What are you doing?"

Peter's eyes turned red and fangs sprouted in his mouth. Red tendrils sprouted from his back and shot at Cap, lifting him from the ground, "I-I-I have to. Heś gonna kill my aunt." With that, he threw him at a pile of rubble.

Captain America stood up and got in his fighting stance, "No kid, he won't."

Peter punched Captain America in the face, knocking him down. He lifted his former friend over his head, "No he will! He's- he's nuts!" Peter slammed Cap on the ground and stomped on his chest. He shot a red web strand from his finger and swung Cap at Hawkeye, sending them both into the rubble. Peter shot a web behind him without looking, sticking to Black Widow. He pulled her towards him, ducking when she tried to kick him from behind. He webbed her to the ground, "Sorry Natasha." Peter ran to Captain America the Avenger stood up from the hit.

Captain America stopped Peter when they collided. They struggled to overpower the other, digging their heels into the dirt as they pushed each other. Peter flashed his fangs as he began to overpower Cap. Captain America groaned as he felt himself being pushed back, "He's not gonna kill her, we have her!"

Peter's eyes widened, he gritted his teeth, "How?"

~~~ Earlier At The Parker Residence ~~~

MJ, Gwen and Aunt May ran out of the house and towards Gwen's car. "What about Ava and the others," Aunt May said still shaken.

"Don't worry, they got away," Gwen lied trying to calm her down.

They stopped in their tracks when one of Otto's arms dropped in front of them. They turned to a smirking Otto, "Hello ladies."

Suddenly, Luke charged into Otto, knocking the doctor over onto his face. Otto growled at swatted Luke into a house. Danny jumped up and rushed Otto, dodging all of the robotic arms.

Ava clawed at Kraven, snarling as she began to lose strength and speed. Kraven grinned evilly as he caught her wrist and twisted it, "I believe it's time I put down the cat." He raised his knife over his head to kill Ava. She tried to pull away but her strength had left her.

She closed her eyes, holding back the tears, "Peter…" All of a sudden, a bullet whizzed by and grazed Kraven's shoulder. He yelled out in pain and dropped the knife. Ava kicked Kraven in his groin and ran away from the collapsed villain.

S.H.I.E.L.D. agents flooded the streets, taking aim at Otto and Kraven. Otto grunted, "It seems we have over stayed our welcome." He pressed a button on his vest, revealing an Octobot under a cloaking device. The two quickly stepped onto it and flew away from the agents.

Just after they left, Agent Phil Coulson went up to MJ, Gwen and Aunt May, "I'm Agent Coulson from S.H.I.E.L.D., Ms Parker, we've been led to believe that your nephew is in danger." He led them to a squad car, "Please come with us, we need you safe."

~~~ Washington DC ~~~

Captain America let out a loud groan as Peter pressed down on his collarbone, "We have your aunt in protective custody. The girls too. They're fine."

Peter looked at Captain America uneasy, uncertainty and fear visible in his eyes, "You promise?"

Cap tried his best to not fall onto his knees, "I promise!"

Peter's anxiousness seemed to boil over, "You swear!?"

Captain America gave Peter a stern look, "Kid."

Peter's lips squeezed into a thin line. He let go of Captain America and slowly turned around. He stared at the Goblin who was fighting Iron Man. "Cap, you might wanna clear your guys, this is gonna get messy," said Peter as he marched towards the Goblin.

The Goblin growled at Iron Man, slashing at him with his clawed hands. He turned to Peter with an annoyed face, "Parker, I told you to..." Before the Goblin could finish his sentence, Peter's entire body was covered in the symbiote, turning him into Carnage. He hit the Goblin with an uppercut as hard as he could with his new strength, sending the villain flying yards away. The symbiote controlled Peter let out a blood curdling screech before shooting a web at Kraven's back. He pulled the villain towards him and dropped kicked Kraven once in reach. Symbiote Peter jumped up to dodge a large amount of sand heading towards him. Peter got an adamantium containment box from one of squad trucks and proceeded to vacuum up parts of the Sandman.

The Goblin groaned and held his shaking head as he stood up. Peter pounced on him, pushing the grotesque monster on his back. "I'm...Sick...Of...You...In...My... Life," exclaimed Peter as he punched The Goblin with each word. Otto shot one of his cybernetic arms at Peter and grabbed him by his throat. Otto lifted the blood thirsty teenager up and flung him into the White House.

The staff in the Oval Office gasped when Peter crashed through the window. He fell onto the President's desk and destroyed it. He groaned as the symbiote retreated into his body, "Ochymama."

The Wasp flew around Otto's head, her wings buzzing in his ears and shot at his face. "Octavius, look what you've done to yourself," exclaimed Wasp as she dodged Otto's swatting hand, "You were a man of science! A man of impeccable…"

Wasp was cut off when one of Otto's arms caught her wing. He sneered at the tiny woman, "Don't lecture me!"

Wasp glared at Otto and tried to fight out of his grip, "You used to be a man of integ-" Before she could finish, Otto flicked her out of the White House gates. Wasp let out a pained groan as she sat up from the concrete sidewalk. She scowled with her fists clenched, "All right then."

Wasp jumped up and flew as fast as she could towards Otto. Otto let out an angry scream as his arms deflected Hawkeye's arrows. Wasp flew directly into his mouth and shot an electric blast from her stingers. Otto cried out in agony and passed out, falling over. Wasp crawled out of his agape mouth, "And that makes me the first person in the history of the world to be totally cover in gingivitis."

Peter turned around when his spider sense went off. He gritted his teeth when he saw Kraven perched in the window sill. Kraven bared his animal like teeth, "And there you are… a boy!" Kraven hopped down and slowly walked over to Peter who was shielding the innocent people also in the office. "Kraven the Hunter was humiliated by a boy," Kraven growled, nearing Peter, "Well, little boy, I've become what I've become for one purpose…"

"Blah blah," interrupted Peter, rolling his eyes.

"I'm going to eat your heart," screamed Kraven before he lunged forward at Peter. Peter got ready to fight but was surprised to see a bolt of lightning come through the window and go through Kraven's chest.

Peter walked over and stared at Kraven's spasming and sizzling body, "Sheesh."

Thor looked down at the White House and back at Electro, "You do realise you have injured your comrade?"

Electro shrugged, "Eh, I never liked him anyway."

Iron Man cried out as Sandman's giant arm fell down on his armored chest. The sound of static filled the armor again, "Mr Stark we're back online. Which genetic code sequence do you want first?"

"Hold on, my armor has to reboot," Iron Man replied before firing a blast at Sandman. He kept shooting the villain to disable him, "I'm gonna go with the Sandman file."

After a few seconds, his armor chimed, "File upload complete."

Iron Man quickly aimed at Sandman's chest and fired a blue laser beam. Sandman let out an agonized scream as his body started to crumble into a pile of sand. Iron Man smirked underneath his helmet, "File received."

Captain America whacked The Goblin in the face with his shield, "It's over Osborn, just drop!"

The Goblin roared as more of Hawkeye's arrows found their way into his back. He punched at Cap's shield, pushing him back a few feet. "Captain, even though you and I are besides the point of all this…" The Goblin started. He thrusted his fist forward, shooting fire at Captain America, "It is my honor to kill you today!"

Captain America shield threw his shield at The Goblin's face, "Quiet!"

The Goblin's eyes went ablaze. He shot flames from his eyes, sending the captain flying backwards. " **FURY! I WANT FURYYY** ," exclaimed The Goblin. He fired the blast from his eyes keeping away the Avengers, " **I WANT TO SHOW FURY WHAT HIS LAST DAY LOOKS LIKE! I WANT TO SHOW HIM WHO DID THIS TO-** "

"Dad," said a familiar voice

The Goblin turned around to see Harry standing in the middle of the demolished lawn, "Dad."

The Goblin's eyes widened in shock, "Harry?"

Peter gasped when he saw Harry standing before his father as he stepped out onto the balcony, "Om my god, Harry."

Harry's entire body was trembling as he stepped closer to his father," They told me to tell you…" His heart stopped for a second, "That you need to stop this. You have to stop this."

 _To be continued…_

 _Whoo! Chapter 13! I'm on a roll! Sorry for such a short chapter you guys, I was trying to make each issue of Ultimate Spider Man one chapter and not a lot happened in Ultimate Six #6, which is dumb. For all those who were wondering, Spidey will be getting back in bed with the Marvel hotties pretty soon, I've got big plans with the story involving S.H.I.E.L.D., the Heroes for Hire, the X-Men, hopefully the Guardians of the Galaxy and of course the SPIDERVERSE! Follow, favorite and/or review. Thanks for reading and chapter 14 will be up soon!_


	14. Chapter 14

**Disclaimer: Spider-Man and all associated characters are owned by Marvel, Stan Lee and Disney.**

 **Chapter 14**

Peter could hear his heart pumping out of his chest. Right in front of him his best friend Harry was standing before his father, staring the devil in his eye. The rain seemed to evaporate instantly when it fell of his skin, the heat of his body overwhelming him as his spider sense went haywire.

"And this is what the great NIck Fury has sunk to," The Goblin mocked, snickering at his frightened son, "shoving my own child in front of me."

Harry shakily stood and looked up to his father, "I came on my own." He stepped back when his father grunted in confusion. "He told me what you were doing," Harry continued, "I-I told him to bring me here so I can tell you… Please, please stop this Dad. Please stop this."

"Carrier, this is Stark. Load me Osborn's genetic sequence," said Iron Man, looking on as Harry kept his father at bay,

"You need to stop. You have to stop," pleaded Harry through his choking tears.

Norman's gruff expression softened and the flames from his body died down. "File loaded Mr. Stark," said the agent on the coms.

Iron Man crept towards The Goblin, making sure not to alert the other villains. "Nick can you hear me," Iron Man called in the coms, "I have a lock on Osborn."

Iron Man's suit filled with static, he could hardly make out what Fury was saying, "Ton…..do...it..zzzkkkkssttt"

The Goblin groaned as his body transformed back into his normal state. He looked back at his son, "Harry…." Harry's face lit up as his father slowly regained his humanity.

Iron Man aimed at The Goblin, "I have a lock. l'm taking the shot."

Just as Iron Man fired the blast and The Goblin, Fury's voice finally got through, "TONY DON'T DO IT! DON'T SHOOT!"

The blast hit The Goblin in his back, immediately changing his body. His body went back to his Goblin form, but it started to mutate further. Harry watched in horror was his father's body warped into a lumpy, grotesque heap of flesh and bones, "AAAAAAAHHHHHH KKKIIIIILLLLL YYYOOOOOOUUU!" The Goblin collapsed, struggling to breathe as everyone quickly gathered around him.

Fury rushed over to Harry and pulled him away from the suffocating Goblin. Nick struggled to hold back the hysterical Harry trying to fight out of his grip, "Sorry kid. It wasn't the plan."

A large electrical explosion flashed in the sky. Captain America walked up to Iron Man, "Who is it? Thor or Electro?"

"Friday," asked Iron Man, hoping that Friday was still operable. Just then, a sparking figure floated down from the sky towards the group. Both heroes stood their ground. ¨Get ready," instructed Tony. The figure softly landed in front of them.

Thor looked at the two with a raised eyebrow, "Are we done here?"

"We are," answered Captain America, "Alpha Team head out! Beta and Clean-up Teams! Letś put a lid on this! ASAP!"

Peter got down from the balcony and slowly made his way towards Harry. Harry stood motionless as the tears blinded his vision so he couldn't see the S.H.I.E.L.D. agents took his father away. He turned to face Peter who was in tears too. "Oh Harry…" Peter started, hugging his best friend, "You didn't deserve any of-"

"All of you," Harry spoke in a choked, threatening voice, "I will kill all of you for this." With that, he pushed Peter off of him and stormed away from the White House. Peter felt his heart stop for a second, his knees weak and his arms heavy.

Fury put a hand on the young heroes soldier, "Kid, for any number of reasons, you have to get out of here." He led Peter to an agent and handed him his mask, "Follow Agent Brtick here to transport. You'll be in New York in an hour. You have people waiting for you."

Peter looked up at Fury, "But...Harry…"

"We got it under control," Fury said reassuringly.

 **S.H.I.E.L.D. Headquarters**

Agent Brtick knocked on the restroom door, "Mr. Parker, please hurry up."

Peter walked out, putting his arm into his shirt sleeve, "Are you escorting me home too?"

Brtick walked with Peter down the hall, "Both you and your aunt."

Peter's eyes widened in shock, "My aunt is here?"

"This was the best place to keep her safe," Brtick explained. He stopped Peter outside of the door, "We don't have much time so listen up: she believes that **both** of you and she were kept **here** the whole time, but kept you separated for security reasons. She was told that the two of us were picked up and held from protection from Norman Osborn, do you follow me?"

"So she thinks the she and I were here the whole time in separate," Peter said confused.

"Exactly," Brtick replied, "And you know nothing."

"Nothing?"

"You don't know anything," Brtick repeated.

Peter fiddled with his fingers, "Is she ok?"

Brtick rolled his eyes under his shades, "She's fine."

"Is she mad," asked Peter.

"Dunno," replied Brtick, "On a scale of one to ten…"

" **I AM GOING TO SUE ALL OF YOU! YOU HEAR ME?** ," Aunt May screamed to the frightened S.H.I.E.L.D. agents.

"I'd say an 11," Brtick said jokingly.

" **If I don't get to see my nephew and his friends right this second, right here RIGHT NOW! I am going to sue everybody in the sound of my voice** ," exclaimed Aunt May to Peter's amusement.

Peter chuckled lightly, "Aunt May."

Aunt May turned around and saw a smiling Peter in the doorway. She rushed over to her nephew and hugged him tightly, "Oh thank god!" She lifted her head and looked over Peter's shoulder, "Wait, where are the others?"

Maria Hill walked through the door followed by Gwen, MJ, Ava, Luke, Danny and Sam, "They're right here." Aunt May ran over and hugged all of the young friends with excitement. "Ms Parker, we'd like for Peter and his friends to stay behind for a few minutes for some questions, after that myself and a few of our agents will escort you to your new residence."

Peter turned to Maria confused, "New residence?"

"Octopus and Kraven destroyed your house when they attack your friends, so you'll be given a new house to live in," Maria explained to the web head.

Aunt May sighed and nodded, "Fine, I'll be out here if you need me." With that she left the room.

Maria turned to Peter and his team, "Now with you five, there's some things to clear up…" She looked at Peter, "We made you an appointment with Dr Reed Richards, he'll be the one to take the symbiote out." She turned to Ava, "Ayala, we know of your predicament, with your powers and all."

Peter looked at Ava worried about her sad expression, "So it is true. You're losing your powers?"

Ava nodded sadly, "I was gonna tell you when I got out of the hospital. I have to leave."

Peter, Gwen and MJ gasped in utter shock. "With Ava working for S.H.I.E.L.D. as White Tiger, she could stay in America, it was her alternative for actual citizenship, but since we couldn't wait for her to go through the standard immigration process, S.H.I.E.L.D. made her a citizen as long as she could work under us," Maria explained, "But since she can't, bottomline…"

"She can't legally stay here," Peter finished, sitting down so he wouldn't pass out, "What are you gonna do?"

Ava shrugged, "I don't know, I don't know how I'm losing them and if I did, I wouldn't know anyone who could fix it."

Danny crossed his arms, "Well I do, we can go after we deal with the rest of us."

"What do you mean," asked Peter.

"Me and Danny are leaving," Luke answered.

Peter shot up out of his chair, "You're leaving too!?"

"We're all leaving web head," Sam told Peter.

Peter ran his fingers through his hair, "Why? Guys!"

"S.H.I.E.L.D.'s not doing us any good Pete," Luke grumbled a little angry, "They we're protecting only you and themselves, we were left hanging trying to protect Aunt May and the girls."

"We were better off as vigilantes," Danny added, trying to calm down his friend.

"And I was better off with The Guardians," Sam told his disappointed friend and teammate, "My powers could be put to better use if I'm with them than down here."

Peter sighed and looked at his friends, "It's your choice, I can't stop you. Still, I'll miss you guys."

Luke laughed, "Dude, we're just going back to Hell's Kitchen, all you have to do is swing there."

"And all you have to do is call, you know how fast the ship is," Sam added, laughing with Luke.

Peter laughed with his friends, enjoying the last few moments with his teammates. He sighed and smiled at them, "Good luck guys, I'm sure you'll be the best heroes in history."

"I dunno," Sam said shrugging, "Hard to top the guy who took on the Avengers and survived."

The young heroes walked out with Maria to Aunt May, "All right Ms Parker, ready to go?"

Everyone followed Maria into a quinjet and flew away. They landed in New York City infront of a large skyscraper. Peter and the others looked on in awe as Maria led them to the penthouse at the top of the building. Maria opened the door and let everyone in, "Welcome to your new home."

Sam looked around the living room, "This is making me want to stay."

"8 bedrooms, 3 and a half bath, already furnished with HD flat screens, lounge chairs, beds, stocked kitchen, wifi, and of course the view," Maria said cheerfully. She gave Peter the keys, "And it's all yours."

MJ and Gwen squealed in glee, rushing to see the rest of the penthouse. Aunt May wiped away a tear from her eye, "This is wonderful isn't it Peter?"

Peter turned to Ava, Sam, Danny and Luke and smiled weakly, "Yeah, it sure is." He gave Aunt May the keys, "Here, go look around the house, I gotta go out somewhere."

Aunt May squinted at him suspiciously, "Alright but get back before dark, I'm making a big dinner for tonight."

After they closed the door to the apartment, Peter turned to Danny, "OK, who's this person and where are they?"

 **Sanctum Sanctorum**

"Thanks for seeing us on such short notice, Sorcerer Supreme," said Danny as he and his friends walked through the lair of Doctor Strange.

"Nonsense, you all are my friends," replied Doctor Strange as he led them to his study. He turned to Ava, "So I've been told that the source of your powers is magical."

Ava nodded, "Yes, my amulet."

"May I," asked Doctor Strange, gesturing to the amulet on her waist.

Ava took off the amulet and handed it to the Supreme Sorcerer. He closed his eyes and waved his hand over the amulet, a sparkling purple aura surrounding it. "Hmm, it looks like the spirit connected to the amulet is detaching itself from you. If you want to get your powers back, you'll have to figure out what's causing it to do so," Doctor Strange explained as he handed Ava back her amulet.

Ava looked down at the amulet, "Looks like I have to go back anyway." Peter turned to her, his face clearly shocked and confused. Ava cupped his cheek, "I have to go Peter. Everything I can learn about the amulet is back at my home country. In order to get back here, I have to leave."

Peter sighed and nodded reluctantly. Ava smirked and kissed him, her lips sending shocks through Peter as he relished the feeling he missed for days. He smiled at her once they separated, "Thanks, I needed that."

They turned to the group who were staring at them in shock. "So how long has this been going on," asked Luke.

Peter and Ava laughed at their friends' expression. Peter gave Ava a longing glance, "It's a long story."

 **~~~ New Parker Residence ~~~**

Peter sighed as he walked through the door of the new home of his. Aunt May greeting him with a hug, "You made it back thank God!" She looked behind him concerned, "Where are Ava, Luke, Sam and Danny?"

Peter rubbed the back of his neck, "They decided to go and get their own places. They apparently were saving up for them to get their own apartments."

Aunt May's face fell, "Oh, well...good for them. Independent young people, shame since Sam was such a good cook."

Peter chuckled, "Yeah, I'm gonna go wash up, maybe check out the house."

"Ok dear, dinner's almost ready," replied Aunt May returning back to the kitchen.

Peter went into a random room and saw Gwen and MJ jumping on the bed gleefully. They stopped when they saw Peter smirking in the doorway. Gwen flopped down and blushed, "Um, hey Pete."

"So, they're really leaving," MJ asked, her eyes saddened.

Peter nodded sadly. MJ and Gwen exchanged a look and hopped up from the bed. Gwen strolled over to Peter, "You want us to cheer you up?'

MJ grinned as she looked down to see the large tent in his pants. She stroked his crotch and kissed Peter on his cheek, "I'll take that as a 'yes'." She and Gwen kissed all over Peter's face, "We'll be back, after we slip into something more comfortable."

A few moments later, Gwen and MJ giddily snuck into Peter's room. Gwen giggled when she saw Peter fast asleep with his pants and boxers down to his knees, "Poor thing."

"Poor US," MJ replied, "I really looking forward to this." An evil grin grew on her face, "I wonder if they brought Ava's toy collection here."

To _be continued…_

 _BOOM Chapter 14! Sorry guys I know I was teasing with the sex scenes but I'm sorta like that. Don't worry, there will be a few in the next chapter. Also true believers, do not fret! Nova, Iron Fist, Power Man and most importantly, White Tiger will return to the story. For those looking for some other projects I've been working on, check out my new story_ _ **Dragon Ball Civil War**_ _, a parody of course of the new movie_ _ **Captain America Civil War**_ _. I will be updating that story every two weeks since it's not going to be that long. Remember to favorite, follow, review and/or share. Thanks for reading!_


	15. Chapter 15

Disclaimer: Spiderman and all associated characters are owned by Marvel, Stan Lee and Disney.

Chapter 15

A groggy moan escaped from Peter's lips as he stretched, his arms over his head. He looked around, confusion visible in his expression once he realized he wasn't in his regular bedroom. "I sure hope The Goblin didn't kidnap me again," Peter thought to himself. He looked down to see his pants and boxers down to his ankles, "And I really hope he didn't rape me."

Peter rose from the unbelievably comfortable bed, pulled his pants up back to where they were supposed to be around his waist and walked out into the hall. He stumbled into the kitchen where he found Gwen and Aunt May. Gwen smiled at Peter when he sat down next to her at the counter, "Good morning Sleeping Beauty."

Peter scratched his head, "I totally forgot we got a new place."

Aunt May laughed as she brought two plates for each of them and placed them in front of Peter and Gwen, "I'm having trouble getting used to it myself, but I'm sure we will eventually."

As soon as she put down the plates, Peter began to demolish his food. Gwen and Aunt May looked on in amazement and slight disgust as Peter forked down the breakfast prepared for him. Gwen cleared her throat, "Wow, Pete you must be really hungry."

Peter nodded, seemingly saying something but was muffled by the wheat cakes filling his mouth. A few moments later, the entire plate was clear of food, not a single crumb left behind. Peter smiled at his stunned aunt, "Thanks for breakfast Aunt May, it was delicious!"

Gwen grabbed Peter's hand and stood up, "Hey Pete, I wanted to show you something cool I found in the house."

"Uh ok," Peter replied happily, allowing her to pull him through the house. They stopped at a room furthest down the hall next to Peter's room. Gwen opened the door to reveal a room filled with state of the art S.H.I.E.L.D. technology. Peter's inner nerd marvelled at the monitors displaying the streets of New York, the various communication stations and mini labs. "What is all this," asked Peter as he tampered with some of the tech.

"We think it's some equipment to help you with your superhero activities," Gwen replied, "Sorta like your very own HQ."

Peter examined the mini labs, seeing chemicals that were the main components to his web fluid formula. "They really stocked up with the web fluid," Peter thought to himself. Peter did a little dance of celebration, unable to contain his excitement.

Gwen giggled at the wall crawler's jubilant jig, "I know you want to start playing with your new toys, but there is something you have to do first."

Peter turned to her with a devious glint in his eyes. A sinister grin grew across his lips as he strode over to her, "You're right I do have to do something." He shot a red web from his finger and pulled her close to him. Gwen couldn't react fast enough allowing Peter to kiss her hungrily.

Gwen let a surprised whimper as Peter's tongue invaded her mouth, probing and wiggling inside. His strong hand glided down her back and squeezed her taut butt. Gwen moaned as Peter's knee rubbed in between her thighs. He released the lock on her lips and began to suck on her collarbone. Peter smirked against her warm skin as her breathless whimpers reached his ears.

Peter picked her up and pressed her against the wall. He pulled down her top and bra and greedily sucked on her nipples. "P-Pet-" Gwen tried to say but her speech was taken from her as waves of electrifying ecstasy shot through her. She held on to Peter tightly, her legs wrapped around his waist as she began to grind against him. Peter's hand moved from her tight cheeks to her cunt as he lifted the skirt she was wearing and rubbed her covered crotch.

He pulled her wet panties aside and slipped his fingers inside of her. Gwen let out a lustful gasp, finally reuniting with the feeling that she had missed for a long time. Her hips bucked against his hand as they moved in and out of her soaked entrance. Peter gradually quickened the pace of his fingers, using his thumb to tease her clit. Gwen threw her head back as Peter hit all of her most sensitive spots inside of her. She grabbed the back of his head and pulled his face into her cleavage. The combination of his amazing talent with his fingers and the spectacular feeling of him teasing her nipples sent Gwen over the edge. Her back arched and her legs trembled as her orgasm rocked her body. Peter covered her mouth to muffle the loud moan that he could tell was about to escape.

Gwen slumped over onto his shoulder, breathing heavily, "Whoa...Peter that was...but that wasn't what I was talking abou-" Before she could finish her sentence, Peter hopped up and stuck to the wall. Gwen's eyes widened when she saw Peter's erect monster of a member shoot out of his pants. "Oh no, not this again," Gwen thought to herself.

Peter grinned at her, "We're not done yet Ms Stacy. I still have to get off." Without any hesitation or warning, he shoved his rod into her snatch. Gwen wanted to cry out but her voice caught in her throat. Her walls clamped around Peter's shafts and her body shook from another orgasm.

Peter chuckled at his lover, "Really? So soon?" He began to slowly move in and out of her, "Well it makes sense. You've been without Peter's Peter for so long, I should've seen this coming." Peter pushed all of his erection into with one powerful thrust. Gwen let out a small choked squeak, her nails digging into his skin. Peter licked her earlobe, earning shivers from Gwen. "Don't worry," he whispered to her, "I'll make it up to you."

With that, he grabbed her hips and began to pump in and out of her faster. Gwen bucked her hips against his, trying to match his thrusts. She could feel his head hit her G spot with unnatural accuracy. Her breathing seem to get choppy as he went even faster. Peter took one of her nipples in his mouth, sucking and nibbling on the hardened nub. Gwen hugged Peter for dear life as she felt another orgasm build up inside of her. Peter grabbed her hair and pulled her head to the side so her could tease the flesh of her neck.

Gwen's toes curled up as her climax hit her like a ton of bricks. Peter cackled as her cunt convulsed around his rod as he continued to pump in and out of her. Gwen's limp body fell onto Peter, completely drained. "Please… no more," she said in a pleading whisper. She sighed when Peter ignored her and continued to thrust into her.

Peter rubbed her throbbing clit with his fingers, adding on to the endless sensations Gwen was experiencing. Gwen moaned with every thrust Peter gave her. "I told you, I would make it up to you," Peter taunted Gwen who was struggling to stay conscious. Peter's tongue ran up and down her neck, savoring the taste of his blonde lover. Gwen fought to stay awake, bolts of pleasure running up her spine, pushing her towards her fourth orgasm.

Gwen hugged Peter with all of the strength she had left, "Peter... I'm cumming!"

"Yeah, I am about to cum too," Peter groaned as he began to pump in and out of her at full speed. With one last thrust, Gwen cried out as she climaxed yet again. Suddenly, Peter pulled out, flipped Gwen upside down and shoved his loaded stick inside of her mouth. She groaned as he shot his load down her throat. Peter couldn't help but lick her drenched slit as his orgasm shook his body. Peter hopped down from the wall with a limp Gwen in his arms, "Sorry Gwen, I just had to feel your mouth again."

Gwen licked her lips, moaning at the taste of his spunk she had craved for ever since he left. Peter helped her stand, her legs still a bit shaky from their sexcapade. "Peter, that was a mind blowing come back," said Gwen who glared at Peter when he chuckled when she said 'come back', "But what I meant was your appointment with Mr Fantastic."

Peter smacked his forehead, "Oh yeah, I totally forgot about that."

Gwen hobbled over to door, "You might want to take a shower now, you don't want to smell like hot sex when you meet with the Fantastic Four."

Peter chuckled, "Yeah your right." After getting his things from one of the many boxes in the apartment, he went to one of the bathroom. When he went to open it he could hear the shower going.

"MJ's in there Peter," Aunt May said as she walked by, "Try one of the other ones."

Peter nodded with a mischievous smirk, "Ok, I will." When he was certain she was out of sight, Peter slipped into the bathroom. He smiled when he saw the silhouette of Mary Jane cleaning herself behind the shower curtain. Peter crept over towards her, perfectly drowned out by the sound of the shower and her humming of a tune she was learning for a play.

MJ jumped when the curtain was suddenly pulled back. She sighed when she realized it was just Peter, "Oh, Pete don't scare me like that." MJ froze when she got a better look at him. Her eyes bugged when she saw him stark naked before, sporting an erection that looked almost painful.

Before she could say anything, Peter shot a red web at her, pinning her wrists above her head against the wall. Peter stepped into the shower and pulled the curtain closed. He immediately rubbed her shaven slit once he got close enough. He kissed her passionately, sucking earnestly on her tongue. MJ moaned as his fingers slipped into her hole.

MJ gasped when Peter finally broke the kiss to breathe. Peter grabbed her chin so she'd match his gaze. He licked the water from her neck and kissed her nose, "If what happened with Gwen is an indicator of what it was like when I was away, I'm sure you need this too." He then fell to his knees and lifted her legs over his shoulders. His tongue ran down her navel and stopped just above her clit. He kissed the insides of her thighs, nipping around her quivering lips.

MJ bit her lip in anticipation, "Peter, please stop teasing me! You know I need this!"

Peter smiled up at her, "Well, since you asked so nicely."

Peter's tongue probed MJ's tight pussy. MJ's back arched as the pleasure created by Peter's tongue ran through her body. Peter's tongue thrashed inside of MJ, slurping up the sweet juices flowing from her. He removed his tongue from her snatch and replaced them with his fingers. Peter took her clit in between his lips and suckled on it as his attentive fingers pleased her from the inside.

MJ let out a sultry moan as she neared her climax, "Oooh, Peter! I'm close!"

Peter grinned and quickened the movement of his fingers. MJ groaned as her orgasm came upon her, her cunt holding onto Peter's fingers like a vise. Peter shot up onto us feet surprising MJ. He ripped the webbing from around her wrists, "I'm too horny to play anymore." In a fluent movement, MJ found herself sitting on Peter's lap as he clung to the bathroom tile.

MJ gasped when Peter's pulsing shaft filled her up. Holding on to her wrists, Peter began to fiercely thrust into the whimpering redhead. The sound of the shower hitting the drain mixed well with the slapping of wet flesh that echoed throughout the room. Peter nipped along MJ's shoulder and neck, only to come back and lick over the trail of the bite marks.

The cluster of sensations flooding her body was driving her insane. Peter grabbed her soaked scarlet locks and pulled her head back, earning a groan of pain and pleasure. MJ cried out as Peter's rod pumped in and out of her sopping opening, her body twitching from the ecstasy of the feeling him inside her once again.

"P-Peter...oh shit! I'm cumming," Mary Jane exclaimed hoarsely as Peter began to plow into her faster. Peter growled in response and quickened the pace, his hips a blur as he tried to push her over the edge. A tingling sensation in his loins signaled his own climax coming onto him.

MJ let out a high pitched squeak as her climax overtook her body, making her thighs close together and her walls squeeze on Peter. Peter released his grip on her hair and wrist, grabbing her hips so he could thrust into her harder. Without warning, the two of them fell from the wall. Before she could realize what was happening, MJ found Peter's rock hard member spraying his spunk into her mouth.

Peter let out a sigh of satisfaction and removed himself from her mouth. MJ swallowed the load, collapsing on the floor as she gasped for air. Peter smiled down at her, "Oh man I missed that sweet little mouth of yours. Well that was fun, but the I have to get going. Don't wanna be late."

With that Peter hopped out of the shower and went to get dressed. "Aunt May! I've got an interview to go to. I'll be back later," Peter said as he went out the door. Moments later, Peter was swinging over New York in his Spider-Man costume. Peter was a few blocks away from the Baxter Building when he saw someone running across the rooftops. He smirked when he got a closer look at the mysterious person.

Felicia stopped in her tracks when Peter landed in front of her. Felicia let out a sigh of relief with her hand on her chest, "Phew, Spidey it's you. I thought you were Daredevil or one of those other supers running around trying to do your job."

Peter looked down at her with his arms crossed, "Now Felicia, are you committing a crime?"

Felicia made an innocent, cutsie face and giggled, "Maybe."

Peter sauntered over to her, his finger wagging at her, "Well as a man of the law, I can't allow to get away without some sort of... punishment."

Felicia pulled down the zipper of her costume to reveal more cleavage, "Well if you must." Peter shot a web at her waist and pulled her towards him, hugging her close. Felicia yanked off his mask and kissed him with a fiery passion. She looked him in his eyes when they parted moments later, "I missed you Petey."

Peter pressed his pelvis to hers, "I missed you too. Now, let me get on with that punishment." He grabbed her forearm and led her to the wall of a neighboring building. He pushed her against the wall like a cop would, "Hands on the wall and don't look back!"

Felicia did what she was told eagerly, "Yes sir Mr Spider-Man!"

Peter grinned evilly at the display before him: the round, leather covered cheeks of Felicia's ass was very appetizing to the young hero. "For being criminally sexy, I think you deserve the mother of all spankings." Without another word, Peter slapped Felicia's cheeks. Felicia yelped, quickly moaning soon after. Peter licked his lips at the sight as he slapped her ass again.

After a few moments, Felicia was struggling to stand. Peter grinned at her quivering form, "I think that's enough for now. Time for the real fun." Peter ripped the crotch of her costume open, revealing Felicia's dripping lips. Peter pulled down his tights to release his hungry erection. Void of hesitation, he pushed his entire member deep inside her.

Felicia cried out, her moans music to his ears. Peter grabbed her hips and began to thrust into her with his super human strength. Felicia clawed the wall, leaving marks in the brick, "Ah fuck! Fuck me Spidey!" She groaned loudly as Peter plowed her from behind. She backed up against his groin to greet his thrusts in rhythm. "Oh god...shit...I missed this," exclaimed Felicia.

Peter chuckled at the curvaceous cat burglar, "You talk more than I do."

Felicia looked back him with a lustful glint in her eyes, "Well, I'm happy!"

Peter smacked her tender cheek, "I said don't look back." reached forward and cupped her soft but firm breasts. Felicia moaned when he squeezed them and pinch her nipples through the leather. His rod rubbed all of her right spots, driving her over the edge. His fingers rubbed her clit, matching the rhythm of his thrusts. He brought his fingers up to Felicia's mouth so she could taste herself. "You like that don't you Cat," he taunted in a low growl.

Felicia nodded as she sucked on his gloved fingers. She gasped when she felt Peter's strong hand wrap around her throat. He pulled her towards him so he could drive his pole deeper into her. "Of course you do," Peter managed to say, "You're my little sex kitten."

"I think I found a new kink," Felicia coughed through choked moans. Peter could feel her legs beginning to give out so he lifted her up on his lap and continued to pound into her. Felicia could feel a huge orgasm swelling up inside of her. "Oh god, I'm cumming," cried Felicia. Peter used all the strength he could without killing her to thrust inside of her, hitting her G spot. Felicia let out a piercing scream as she reached her long awaited climax.

Peter pulled out of her sopping pussy and shoved the head of his stick into her open mouth. He cried out as he sprayed her throat with his semen. Felicia eagerly swallowed every last bit of his juices, purring at the taste. She licked her lips happily, "I was kinda hoping you'd cum inside, but this is good too."

Peter hastily put his semi flaccid tool in his tights, "Hate to fuck and run but I'm gonna be late for my appointment."

~~~Baxter Building~~~

Peter stared at the large apartment building in front of him. He walked up to the door and pressed the buzzer that was on the wall. "Address your name and your business here today," said a happy sounding A.I.

"Um… I'm Spider-Man... I was told to come here to see Dr Richards," answered Peter nervously.

A few moments later, a loud alarm went off. "There is no records of such information, you are classified as an enemy," said the A.I. as weapons appeared from the walls, "Prepare to be eliminated."

Peter got in his battle ready stance, about to spring into action. Before things escalated, Reed came out of the door and type on the keypad on the opposite wall. The weapons returned to their hiding places inside of the wall. Reed turned to Peter with an embarrassed look, "Sorry Spider-Man, I forgot to mention your appointment with H.E.R.B.I.E."

Peter followed Reed through the lobby of the building and to the elevator. After a long ride up, they stopped on a floor much different from the others. Reed led Peter through the hallways of the high tech floor, deactivating all of the security measures that sought to destroy the young hero.

Reed stopped Peter from walking for a fire ball to shoot past them. Johnny Storm aka the Human Torch flew past the two, followed by a visibly angry Ben Grimm aka The Thing. "Get back here you walking fire hazard," yelled Ben ad he chased the laughing Johnny.

"Excuse them Mr Spider-Man," said Reed as he led Peter into his lab, "Things get a bit hectic when you share living space with other enhanced individuals."

Peter laughed to himself, "I know what you mean." Peter looked around the incredible display of Reed's lab, triggering his inner nerd once again. Peter's eyes stopped on the blonde bombshell working on something on the far side of the lab with two other men.

Reed led Peter over to the group, "Spider-Man let me introduce you." He gestured to the two men, "I'm sure you are familiar with Dr Curt Connors and this Dr Ben Reilly. They will be helping me with extracting the symbiote from your body."

"Nice to see you again Spidey," Curt said shaking Peter's hand.

Peter chuckled nervously, "Yeah it's been awhile since the whole Lizard fiasco."

Reed walked over to the woman and helped her by typing on a holographic keyboard, "Susan, do you have the destabilizer ready?"

Peter's eyes widened under his mask when he realized that it was Sue Storm aka the Invisible Woman. Sue nodded and checked the wiring of the machine sitting on the far wall, "Systems are running at levels high than needed, we'll be ready to go in an hour or two."

Ben turned to Peter, "Spider-Man, while we are waiting for the DNA destabilizer to be operational, do you mind displaying the abilities and properties of the symbiote?"

Peter looked at his body as if he were told he had some lint on his costume, "I don't know how, I can't really control when it comes out."

Reed stroked his chin, "We may have to run some tests. Sue, will please perform the examinations necessary for our friend here?"

Sue frowned a bit, "I thought you wanted me to help you with the destabilizer."

Reed laughed a bit as he wrapped his elongated arm around her, "I'm sure we can handle this without you."

Sue nodded reluctantly and led Peter out of the lab, "This way."

~~~Medical Bay~~~

Peter swung his legs back and forth as he sat on the examination table. All around him were large monitors that had images of his blood, x-rays and thermal scans. Sue came back to where he was, placing sensors all over his body. Peter couldn't help but notice her cursing under her breath, "Um, are you alright?"

Sue was taken aback by the sudden question, "Yeah, why do ask?"

Peter shrugged nonchalantly, "Well, you seemed more than sore when Dr Richards asked you to do this."

Sue let out a frustrated groan and rubbed her temple, "It's just, Reed is..." She shook her head to rid the thoughts before she finished, "Never mind."

"C'mon tell me," Peter insisted, scooting forward towards her to show he was intrigued.

"I can't," replied Sue as she began to examine Peter, "It's selfish of me to go on about my troubles when you clearly have some of your own."

"Trust me it's fine," chuckled Peter, "And if you're worried about gossip, don't. Spiders are very good at keeping secrets."

Sue took a deep breath and sighed outwardly before speaking, "It's just that Reed's not a very good 'companion'. I say companion because he's nowhere near the level husband or boyfriend. When he's not locked up in his lab, he completely ignores me. I mean, don't get me wrong he's a good guy but he has the people skills of a rock."

Peter tried his hardest to listen to the ranting Sue, but he found it extremely difficult to while she was examining him. Her gentle hands roaming and squeezing his muscles, her body unconsciously pressing against him, not to mention the view down her form fitting uniform. He winced when he felt his tights growing even tighter.

Suddenly, all of the machines went off. Sue rushed over to one of the monitors with an x-ray of Peter to see a mass spreading throughout his body. "It's moving, the symbiote, it's moving," Sue exclaimed as she ran to another machine. "It seems that there's increased amounts of adrenaline, testosterone and dopamine in your body," explained Sue, "It's must be feeding on that." Sue froze in shock and realization, "Wait, if there are increased levels of those three inside of you, that means..."

Sue slowly turned back to Peter, blushing when she saw the outline of Peter's erection running down his thigh. Peter blushed under his mask when he saw her face. "S-Sorry it's just your suit and..." said a rambling Peter as he tried to hide his painfully hard member.

"No no, it's alright," replied Sue as she inched towards Peter, "It's a perfectly normal response." Peter eyed Sue suspiciously as she came closer, her seemingly memorised eyes locked on his arousal.

Sue suddenly reached forward and began to caress the bulge in his tights. Before he could react, she pulled his mask over the bridge of his nose and kissed him. Peter groaned in surprise, his entire body tingling as Sue pressed her body against his. Peter grabbed her shoulders and broke the kiss gasping, "W-What are you doing!?"

Sue bit her lip, her face flushing more than before, "I'm sorry but I really need to get some relief. Reed just doesn't satisfy me and seeing you like this..." Peter groaned as she began to stroke him with more vigor. Sue licked her lips hungrily as her other hand glided along Peter's torso, "Widow told me about you. She speaks highly about you and your 'skills'."

Peter rolled his eyes under his mask, "I take back what I said about spiders being good at keeping secrets."

Peter was ripped from his thoughts when Sue pressed closer to him, her warm breath raising hairs on his neck. Sue kissed along his jaw as her nimble fingers danced around the head of his rod. "Please, I need this, I need you," Sue pleaded between kisses.

Peter's reason began to slip away from him, he was faced with multiple fantasies at once: a sexy superheroine coming on to him and the all so famous unsatisfied, horny wife. This is every young man's dream! Who was he to turn her down? Peter grabbed Sue by her waist and lifted her into his lap. He wasted little time jumping into action, his mouth teasing her neck. His tongue traveled down to the valley between her ample mounds. Sue quickly unzipped her uniform to release her breasts. Peter kneaded her soft breasts, teasing the sweet flesh with his mouth.

She reached behind her and unclasped her bra, allowing him access to her bare chest. Peter immediately took a hardened nipple into his lips, greedily suckling on it. Sue grabbed the back of his head and pulled him closer to her chest, "Take me Spider-Man!"

In one fluent movement, Peter put Sue on her back on top of the examination table. Peter unzipped the rest of the uniform before pulling it down to her knees. Peter grinned at her wet, trimmed lips. He pulled down his to free his imprisoned tool. Sue stopped him as he lined up with her entrance, "Wait, I want to do something that will really get me off."

"What did you have in mind," asked Peter as he rubbed her throbbing clit.

"I want to have sex in front of Reed," Sue answered through a moan, "Show him how to really make love."

"Wait, what," exclaimed Peter, "you want me to fuck you in front of Reed!? Isn't that a little bit far?"

Sue kissed Peter, shutting him up immediately. She smiled at the nervous hero, "We'll be invisible."

"Ooooooh," Peter said, sighing in relief, "Well ok then, let's go." With that he scooped her up and zipped out of the room on a web. Sue yelped and quickly made the two of them invisible before swinging into the lab where Reed, Ben and Curt were working. Peter and Sue landed on the other side of the table Reed was working. Sue leaned over, her face inches away from Reed's.

Peter shoved all of his rock hard member into her at once. Sue put a hand over her mouth to muffle a moan. Peter grabbed her hips and began to plow into her tight channel. Sue rubbed her clit with her other hand as she stared Reed in his eyes. Her legs felt like jelly from the electric ecstasy and revving rush of her hot affair with the web slinger.

Reed looked up at Ben who was across the room, "Ben, could you assist me in getting the extractor to attach to the magnets?" Peter and Sue both froze when they saw Ben walking over to their position. Without any warning, Peter flipped over the table and shot a web onto the ceiling so they would dangle upside down over to table. Sue gasped when she realized that she was much closer to Reed than before. Reed looked around the area before turning back to Ben, "Did you hear that?"

Peter grinned when he heard Sue's quiet whimpers as he began to pump in and out of her wet snatch. Sue bit her lip to fight the urge to scream to the top of her lungs. Peter pinched her nipples as his tongue ran along her neck. "I can't hold it in anymore," Sue thought to herself. She quickly put up a soundproof force field around her and Peter before she let out a loud, drawn out moan. "Ah yes, fuck me Spidey," screamed Sue as was edging towards her climax, "Plow my hot pussy, yes!"

Sue's profane sexual dribble drove Peter over the edge. "Sue, I'm cumming," exclaimed Peter as he quickened his pace, using his superhuman strength to hit her G spot. Sue's wall clamped around Peter's rod, milking his thick spunk out of his loins as she hit her climax herself. Peter's orgasm was interrupted by the tingling of his Spidey sense. He gasped when he saw his reflection flickering in the window. He swiftly swung back into the medical bay before Sue's powers tapped out completely.

Sue let out a satisfied sigh as she laid back on the examination table, "That was amazing." She scooped up a bit of the cum seeping from her hole with her fingers and into her mouth. Sue moaned as she swallowed the hot cream, "Tasty, wish we had more time for foreplay."

After cleaning up and getting dressed, Sue and Peter returned to the lab where Reed and the other had finished the destabilizer. Reed smiled at the two, "Susan, you're back! Great, did you find anything out on the symbiote?"

"It appears to react to adrenaline and surfaces when the host is either in distress or feeling extreme emotion," Sue replied, handing Reed the results from the tests ran on Peter.

Reed stroked his chin as he read the documents, "We're luckily we're doing this now. If we would've waited later, the symbiote would have drained you of your strength."

Curt escorted Peter to a seat inside of a horde of machinery. "Sit here and relax. We'll take care of everything else."

Peter swallowed a lump in his throat as he heard the machines starting up. "Don't worry Spider-Man, it only will hurt for a moment," Reed yelled over the machine. With that, Reed pressed a system of buttons on the console. Peter stiffened when he felt an electric shock pulse through his muscles. A blood curdling screech came from Peter as Carnage took over Peter's body, spreading all over his body. Sue quickly made a force field around Carnage who lunged at the group of scientists. Reed rushed over to the controls of the destabilizer, "Get ready Sue!"

Once the machine was in position, Reed gave Sue a nod. Once she released the force field, Reed fired the beam at the Carnage controlled Peter. The symbiote immediately began to drip from Peter's body. Carnage's shrilling roar echoed throughout the lab as it retreated from its host. After a few moments, Reed shut down the destabilizer and the other instruments. The group stared in suspense and awe when they saw Peter standing in the smoke made by the machine. Peter exhaled from holding his breath and collapsed in the puddle of the weakened symbiote. Reed and Ben hurried over to Peter, "Hurry, get him up, we have to see if it worked."

The two geniuses helped Peter to the medical bay where they took samples of his blood. Reed examined the samples under his microscope, smiling giddily when he found little to no traces of the symbiote in his blood. Reed stretched over to the recovering Peter, "The operation worked. There are still traces of the symbiote still inside of you but those aren't anything to worry about. They wouldn't be able to grow unless a symbiote with the specific characteristics tries to bond with them and that's highly unlikely.

Peter looked up and smiled weakly under his mask, "So... it's over? Carnage is gone?"

Reed nodded to the young wall crawler, "It's safe to say that Carnage will never be a problem for you or your friends again."

Curt entered the room with a canister filled with the symbiote, "Dr Richards, we've finished collecting Carnage. We'll take it off of your hands."

Reed stretched his arm over to his microscope and picked up the blood samples. He sent his hand over to Ben, "Will you please send these as well as the symbiote to Director Fury while we make sure that Spider-Man gets home safely?"

"Of course," Curt replied as he and Ben left the room.

"So on to S.H.I.E.L.D. then," asked Ben once they left the Baxter Building.

"Actually, I was thinking of taking this back to my personal lab to work on it ourselves," Curt replied eyeing the canister of the stirring symbiote.

"What are you talking about," Ben asked with a raised eyebrow.

"Think of all the things we could do with this symbiote," Curt exclaimed marveling at Carnage, "I have so many ideas, I could help with diseases like cancer and AIDS if we reverse engineer this!"

Ben rubbed the back of his neck, "I don't know Curt. What if Fury finds out?"

"He's not," replied Curt, "I kept that limb growth project a secret up until I transformed." Curt wrapped his arm around Ben's shoulder, "We will make something beautiful."

To be continued...

And that's chapter 15! Again, I apologize for being suuuuper late with this chapter, having a lot of difficulties. I am very amazed that my story has lasted this long, it may not seem like a lot for some with 90 freaking chapters, but 15 is very special to me. I personally love this chapter, this is, so far, the longest chapter I've written and of course Spidey's triumphant return to the sex game. For those wondering, the Ben Reilly is NOT the Ben Reilly from 616, otherwise known as the Scarlet Spider: clone of Spider-Man. I am referring to the Ben Reilly of 1610, the scientists. By saying this, I'm sure some of you know what this may lead to. I'm not going to spoil it! Remember to favorite, follow, review and/or share. 16 will be up soon. Thanks for reading!


	16. Chapter 16

**A/N: I've decided to make the story a little more elaborate. The** _ **bold italics**_ **will be Spidey breaking the fourth wall, like he does in Web Warriors.**

 **Disclaimer: Spiderman and all associated characters are owned by Marvel, Stan Lee and Disney.**

 **Chapter 16** ****

"Oh man this is great," exclaimed Peter as he swung over the streets of his beloved city. ****

" _ **It's been a little over a month since Gobby and his Bud Baddies juiced me up with a needle full o' Carnage. And so far things have been relatively peaceful."**_ **  
**  
Peter was taken out of his narration by the sound of Gwen's voice, "Kay Pete, there's a car chase in progress downtown. Driver's armed and deadly, nothing too serious for you."  
 **  
**"Thanks Gwen, on it," replied Peter. ****

" _ **For those just reading the story, that's Gwen. She's been helping me out with my Spider-Man duties for a while with our sweet new S.H.I.E.L.D. tech."**_ ****

Peter peered over the edge of a skyscraper he had stopped on. He grinned underneath his mask when he saw a rusty car rushing down the street followed closely by a string of police cruisers. ****

" _ **She's one of my...ahem...'love interests' for lack of a better word. You see that all so famous spider bite isn't the only thing that flipped my life upside down. After a fight with Green Bean, girls just stared flocking to me. First there was Ava, my former teammate, then Gwen. Next was the cat burglar vixen Felicia aka Black Cat and last but certainly not least one of my closest friends, Mary Jane."  
**_ **  
**Peter allowed himself to free fall a few hundred feet over the car chase Gwen had informed him about. He landed on top of one of the cop cars, enjoying the free ride provided by his partners in crime fighting.  
 **  
**" _ **But what tops the cake is the fact that not only did I managed to get the hottest girls in New York, I somehow managed to hook up with some of S.H.I.E.L.D.'s finest, pun intended, women. From Maria Hill to Carol Danvers."**_ ****

The driver shot out of the driver window, shooting out the tire of the cruiser Peter was riding on. Peter quickly hopped off and webbed it up so it wouldn't crash. The driver snickered as he turned to face the road again.

"So if you could go a couple more blocks and make a left, you could just drop me off there," joked Peter from the passenger seat.

The driver jumped in shock, almost swerving off of the road, "What the- how did you get in here!?"

Peter pointed to the broken window next to him, "Window's broken." The driver pulled out his gun to shoot the web head only for it to be taken away by Peter. Peter crushed the weapon in his hand, "Hey you shouldn't just whip those out all willy nilly. Don't you know that 99 point ridiculous number percent of gun related deaths are caused by idiots who don't know what they're doing?"

With that, Peter shot a web at the crook's face, blinding him. Before he could try and get the webs off, Peter webbed the criminal's hands to the steering wheel. Peter put his foot on the brakes, making the car come to a screeching halt.

Peter slipped out of the window just as the police surrounded the car. "He's all yours officers," said Peter triumphantly before swinging away. ****

" _ **Maybe this is true Parker luck**_ **."**

Peter gracefully zipped into the hidden vent of the apartment and fell in front of Gwen. Gwen turned to Peter in her chair and smiled at the wall crawler. "Nice job Peter, that should be a new record," asked Gwen.

Peter shrugged with a cocky grin, "Eh it's what I do."

Peter and Gwen turned to the door when MJ entered the Spider Room. "You got something in the mail Tiger," said Mary Jane, handing Peter a grey envelope.

An excited smile grew across his face when he saw the S.H.I.E.L.D. emblem printed on the front. "Is it," muttered Peter hoping his assumptions were true. He opened the envelope and peeked inside, "It is!" Peter flipped the envelope over, letting a card fall into his hand. "My very own Avengers Communicard," exclaimed Peter as he presented the card to the girls.

MJ and Gwen exchanged a confused look before glancing at Peter. "Your very own communi-what now?"

"Communicard," Peter repeated as he admiring the seemingly simple card, "I didn't get one the first time, but now is good a time as any."

"What does it do," ask MJ as she took the card out of Peter's hands , examining it herself.

"It let's me contact any of the Avengers with one," explained Peter giddily.

"But Fury and S.H.I.E.L.D. can contact you through your regular communicator," said Gwen with a confused expression, "Why would you have two communication devices?"

"It's for the, you know, emergency Avenger stuff," mumbled Peter who stored the card in his utility belt.

"I thought you didn't even want to be an Avenger," said MJ with a raised eyebrow

"That was before I got 'better acquainted' with some of the members," replied Peter, rubbing his chin. Gwen and MJ rolled their eyes at the grinning Peter. "Besides with my team gone, I'm going to need all the help I can get."

Peter began to change from his costume into his civilian clothes when Gwen spoke up, "Speaking of team, I was thinking maybe Felicia could help you with patrol." MJ and Peter shot glances at Gwen with a confused expression. "I mean she has the skills to keep up with you in fighting," explained Gwen, "Plus she knows what's what of the criminal world."

"You know, that's not a bad idea," said Peter as the group left the Spider Room once Peter was done changing. The lovers jumped in surprise when they saw Felicia sitting in a recliner, eating a bowl of popcorn while watching TV. "Hey guys," Felicia smiled, "Loving the new pad and I thought crime paid well. I should come here more often."

"How did you get in here," asked an amazed Gwen.

"I'm a cat burglar Gweny, I find ways," replied Felicia, "Also, Peter you might want to close those windows behind you. You don't a not sexy criminal come waltzing in. Might not even get any with all these cameras."

"Cameras? What cameras," asked Peter scanning the room.

Felicia pointed to tiny dots all over the room, "They're everywhere. They probably get some good angles when we get busy underneath the sheets."

"I told them to stop doing that," Peter groaned as he began to web the dozens of cameras.

"Comes with the package working for S.H.I.E.L.D.," laughed Felicia with a shrug.

"It's funny you said that," Gwen mused taking a seat on the armrest of the recliner, "Because we were talking about you helping Peter."

Felicia raised an eyebrow at Gwen, eyeing her suspiciously, "Oh really?"

Gwen nodded with an innocent smile, "Yep, we were thinking that you could help him with his hero work."

Felicia coughed when the popcorn in her mouth went down the wrong pipe. "Me? A hero," Felicia scoffed through her laughing coughs. Gwen pouted at Felicia, her big blue eyes full of mock sadness. "No way," exclaimed Felicia as she stood from her seat, "That'd ruin my reputation. I'm the Black Cat, the greatest thief in the city, if not the world. Everyone would cut their ties with me if they found out I was helping the guy putting them away."

"And is that such a bad thing," asked MJ with a condescending tone. Felicia looked away without a word. "You're in a relationship with a superhero," MJ lectured, "The whole cat and mouse game was OK when you were flirting but if you're going to continue the criminal life you're doing more harm than good."

"Guys, stop it," interrupted Peter, making the girls calm down, "It's fine if she doesn't want to help me with the Spider-Man stuff." Peter hugged Felicia close to him, "But I'd really appreciate it if you did." Felicia made a pouty face as Peter tried to persuade her, "Please."

Felicia rolled her eyes and sighed, "Fine! I'll help you every now and again." Peter smiled at kissed her, soothing her annoyed attitude.

Peter broke the embrace when his wrist mounted communicator went off. Peter looked at his wrist to see Nick Fury's face displayed on the screen. "Spider-Man, it's Fury," said the S.H.I.E.L.D. director, "We need you at HQ."

Peter nodded before hanging up. He shrugged to the disappointed girls, "Duty calls." ****

**-S.H.I.E.L.D. HQ-**

Peter struck a pose when he landed in front of Fury and Captain America. "Anyone call for a friendly neighbor," joked Peter much to Fury's annoyance.

"I see you still haven't lost your sense of humor, Parker," groaned Fury, glaring at the young hero.

"And I see you still haven't found one," replied Peter, "So, what's the problem?"

"The captain here requires your assistance," answered Fury, gesturing to Captain America.

"Wait, you asked for me," asked Peter disbelief.

"You've proven to be a very capable hero," Cap replied, smiling at the younger web head, "Your skills would be perfect for this type of mission."

"Also all the other Avengers are busy," added Fury, smirking at the glaring Peter.

"What exactly are we dealing with," Peter asked, "I'm down to help you with whatever!"

"That's good to hear," said Cap. Captain America led Peter through the headquarters, "A villainous group is out to get revenge on me and dominant the country." He handed Peter a tablet with information, "The Serpent Society, some of the most deadly individuals I've ever come across. I actually had to form a team to assist me with them and I'd like it if you joined."

"And who exactly is on this team," asked a worried Peter.

"Just some of S.H.I.E.L.D.'s finest agents," replied a grinning Cap as they entered a conference room where other agents were waiting.

Peter immediately recognized some of the people who had been sitting inside. Maria Hill for one, who he could see undressing him with her eyes. Phil Coulson, the friendliest agent Peter's met so far.

"Alright, everyone is here," announced Captain America as he and Peter sat down. "Spider-Man this is Sharon Carter aka Agent 13," said Cap.

Sharon smiled at Peter sweetly, "Nice to met you Spider."

"Bobbi Morse aka Mockingbird."

"How ya doing Webs," greet Bobbi with a wink.

"Daisy Johnson aka Quake."

Daisy shook Peter's hand with a small smile, "Good to have you."

"Yoyo Rodriguez aka Slingshot."

"Holy crap that's an awesome name," exclaimed Peter making Yoyo blush.

"Dum Dum Dugan."

Dugan nodded at Peter, grinning at the smaller man.

"And James Barnes aka the Winter Soldier." Bucky didn't bother to look at Peter, he was more interested in sharpening his knife. "Now we all know why we're all here," said Cap turning to the team of agents, "The Serpent Society has recently allied with HYDRA and has confirmed that they have targeted S.H.I.E.L.D.. But this time we're going to have the jump on them."

Maria pressed a button on a remote, making holographic images of maps, "We have the location of their hideout. The plan is take them out before they have the chance to get us."

"This will be a covert style mission, something I'm sure all of you are familiar with," added Cap, "We must act swift and strong, any errors could lead to casualties."

Peter raised his hand catching Captain America's attention, "I have a... uh friend who would be great at this type of stuff. I could ask if she would help."

"Thank you Spider-Man," said Cap with a smile, "We can use all the help we can get, the Society has some heavy hitters."

Maria pressed another button, projecting images of several costumed individuals. "First is Anaconda, her arms have the ability to constrict like the snake she's named after. That along with superhuman strength."

"Hate to arm wrestle her," Peter whispered to Bucky who stared at him blankly. "Okay sorry," said Peter as he returned his attention to Maria.

"Asp, she can create narcotic venom blasts from her own bioenergy. They seem to be able to temporarily paralyze enhanced individuals but could be very deadly to normal humans."

"Black Mamba is a tricky one," added Cap, "she can enter your mind and appear as a close loved one. Remember to always question reality. If something doesn't seem right, don't trust it."

"Puff Adder, he has acidic breath that can eat away at most materials," continued Maria, "Rock Python, rock hard hide that allows him to take remarkable damage."

An image of a silver haired woman with whips projected from the table. "Why do I think she did different dirty work before she became a super villain," joke Peter.

"This is Coachwhip," said a slightly annoyed Cap, "Those whips are made of metal and can send electric shocks through them."

"Diamondback is a trained gymnast who use diamond hard shards as projectiles, often dipped in poison," said Maria, "And Rattler has a cybernetic tail that allows him to induce vibrations."

"I guess that's my guy," said Daisy leaning back in her seat.

"Correct," answered Cap, "I've selected all of you for your skills that will come in handy against these individuals."

"So when do we get these guys," asked Dugan as he cracked his knuckles in anticipation.

"Our mole in HYDRA says that they aren't in the country at the time," answered Cap, "We still don't know when they'll be back or who is leading them. We'll have to wait for the right moment. Until then we lay low." Cap turned to Peter, "Get back to me about your friend, we'd really appreciate it if she would assist us."

"Gotcha," replied Peter. With that the group started to disperse.

Maria grabbed Peter's wrist before he could leave, "Oh no, you're not going anywhere." She pulled him to the other exit away from the direction the others were heading. Maria quickly led Peter to her office, hastily locking the door behind her. She pushed him into the chair behind her desk and straddled his lap. She wasted little time, lifting his mask over his nose so she could trap his lips with hers.

Maria moaned into his mouth when she felt his strong hands cup her ass. Peter swiftly unzipped her uniform and pulled it down to her waist. He immediately nuzzled her cleavage, sucking and nipping the bouncy skin of her breasts. Maria grabbed the back of his head and pulled him closer as her hips rocked back and forth along his erection. He unclasped her bra and threw it to the side before taking one of her nipples in his mouth. She fell back on her desk as Peter's sensual kisses traveled down her body.

Peter slid the rest of her uniform down so he could access her wetting lips. Maria let out a small gasp when Peter's tongue ran along her sex. Her hips rose so Peter's face would be closer to her, making his tongue enter her channel. He replaced his tongue with his fingers, pumping in and out of her as he began to gently suck on her clit. Peter chuckled when he brought his other arm to hold down Maria's bucking hips, her lustful moans growing louder and louder. Maria stiffened when she reached her orgasm, ecstasy coursing throughout her body.

Peter groaned in surprise when she pulled him up by his hair and kissed him with vigor. Maria pulled down his tights, releasing his hard member. Without warning, she wrapped her legs around his waist, pushing him inside her at once. Maria let out a loud moan as Peter began to thrust into with his superhuman strength. She threw her head back in pleasure, allowing Peter's lips to assault her neck.

Maria was ripped from her pleasure induced daze by a knock on the door. "Go away, I'm busy," she moaned before kissing Peter passionately.

"But I have a message from Fury," replied Coulson on the other side of the door.

Maria rolled her eyes and sighed as she stood up much to both her and Peter's disappointment. Before she could put on her uniform, Peter bent her over against the door. Maria gasped when Peter shoved himself into her again, "What are you doing?"

"Answer the door," said Peter in a low growl.

Maria hesitantly opened the door and peered out to face Coulson, "W-What is it?"

"You ok Hill? You seem flushed," asked a concerned Coulson.

Maria stifled a moan as Peter began to thrust into her faster, "I'm fine."

Coulson raised an eyebrow at her, "You sur-"

"What's the message Cheese," snapped an impatient Maria.

"Fury wants you to put some people in the database as Avengers as soon as possible," Coulson answered backing away from the door, "See ya later."

Maria quickly closed and locked the door, sighing in relief. Maria let out an extremely loud moan that she was holding in as she fell onto her desk, her face on the surface. Peter grabbed her hips and began to plow his stiff rod into her snatch, hitting her G spot. "Spider... I'm close," Maria exclaimed, her knees giving way.

Peter grunted as he thrusted into her harder. Maria threw her head back and let out a moan of pure pleasure as she reached her second orgasm. Peter let out a deep groan as he pulled out and sprayed his load onto her back and ass. They both collapsed on the floor, breathless.

"I was really hoping this would happen," joked a huffing Peter.

Maria began to stroke his semi erect shaft, "Wanna go again?" Peter shrugged before kissing Maria. ****

**-Parker Residence-**

Peter sighed when he finally made it home. Maria had drained him so much he had trouble swinging back to the apartment. Felicia jumped up and hugged him, "Welcome home Sweetie Petey."

Peter laughed at the ridiculous nickname, "I need to talk to you about something."

"Like what," ask Felicia between kisses.

"S.H.I.E.L.D. stuff," replied Peter with a forced smile. Felicia frowned at Peter, crossing her arms under her breasts. "It's not what you think," said Peter trying to convince her.

"I said I'd help you, not work for S.H.I.E.L.D.," growled Felicia sitting back down on the sofa.

"We need you for this mission," explained Peter, "It's up your alley, creeping in the shadows, those kinds of things." Felicia looked up at the ceiling as she thought about the opportunity to aid her lover.

"I'll do it," Felicia finally said. Peter smiled at her but stopped when she raised her finger, "But... I want to get paid." Peter was about to argue but was cut off, "AND... I want my record cleared, not a single day offense, not even a parking ticket."

"Fine, I'll see what I can do," sighed Peter. ****

**-S.H.I.E.L.D. HQ, The Next Day-**

Fury stroked his chin as he thought about Felicia's demands **. "** Alright fine," groaned Fury, "I'll have Hill make the arrangements for her." Fury glared at the young hero just as he was about to celebrate, "She better be worth it.*

Peter sighed outwardly as he left Fury's office with his head hung down. " _ **Felicia better appreciate this because if anything goes wrong and she screws up, I'M the one who's going to feel the wrath of Fury!**_ " Peter shuddered when he imaged a miniature version of Nick strapping a miniature version of him into an electric chair and flipping the switch.

Peter was taken out of his thoughts when he saw someone enter the hallway. He relaxed when he realized it was just Daisy, "Yo Quakey!"

"Hey Spidey," Daisy replied as she wiped the sweat from her brow with the towel around her neck, "Just taking a break from the training room. Hey, you wanna take a go with me after I'm down resting up? The LMDs are super realistic."

Peter shrugged "Eh, why not. It's been awhile since I've had an actual workout." After a few minutes for Daisy to rest, the pair entered the S.H.I.E.L.D. training room.

"Let's work with something you're familiar with," said a grinning Daisy as she typed on the keyboard. Suddenly, hidden doors opened along the walls and lifelike model decoys of Grizzly, Ox and Batroc.

"Aw c'mon," Peter whined, "Out of all of my villain roster you get these guys?" Peter webbed the LMD Ox's face, blinding the decoy as he charged at him, "I wanted a challenge not a laugh."

Daisy dodged Batroc's kicks with ease before blasting him away into the wall, "Is that so? And he I was thinking you were a rookie."

Peter swung over Grizzly's head, casually kicking the villain lookalike around the room. Ox tore the webbing from his face and charged at Peter from behind. Without any warning, Peter flipped out of the way, allowing Ox to crash into Grizzy. Peter shot a web at Grizzly's back and flung him into Batroc. Peter grinned under his mask, not paying attention to the looming Ox behind him.

Before the machine could strike, a seismic blast took his head clean off. Peter jumped in shock once Ox's decapitated body fell to the floor. He turn to see a laughing Daisy, "Gotta keep your head in the game Spider."

The two S.H.I.E.L.D. agents turned their attention back to the two remaining opponents who began to stand up. Peter blocked the blows from Batroc, yawning insultingly in true Spidey nature. He glanced over at the battle between Daisy and Grizzly to see if she was having anymore fun the he is. His eyes widened when he saw Daisy crouching below Grizzly's strike, her round butt stretching her uniform. Peter was ripped out of his trance when Batroc managed to tag him in his face.

Daisy turned to the fallen Peter, "Spider-Man are you ok?" Unfortunately, she too got distracted and was only barely able to dodge Grizzly's claws but wasn't able to prevent the villain from ripping her uniform.

"Daisy," exclaimed Peter as he launched himself from the floor to kick Grizzly in the face. He effortlessly caught Batroc when the villain tried to pounce on him. With a mighty cry, Peter ripped the LMD in half and threw it on the ground. Peter dodged Grizzly's lethal swipe, flipping over the villainous decoy. Peter shot webs at the back of Grizzly's hands and pulled them back, holding them in place, "Daisy...NOW!"

Daisy ripped off the shredded part of her uniform and fired a seismic blast through Grizzly's chest, making the robot collapse. Peter and Daisy huffed tiredly as the LMDs were cleaned up. "What was that Spidey," asked an annoyed Daisy.

Peter rubbed the back of his head nervously, "Sorry, I got...distracted." Peter couldn't resist to gawk over Daisy. The sweat she worked up made her skin fair glisten, making her look much more delectable. Her ample breasts seemed to spill out of her sports bra, perfectly matching her fit yet curvy frame.

Peter turned to the audience, " _ **Gotta tell ya guys, these words aren't doing her ANY justice. But, I can't do her, the girls will be furious.**_ " Peter turned back to the panting Daisy, her breasts pushing out as she stretched. Peter turns back to us, " _ **Then again, I've never had sex with an Inhuman before...maybe I could-**_ "

As Peter broke the fourth wall, Daisy looked down, gasping when she saw the tent in his tights. She stifled a laugh as she looked at Peter, "Well Spidey, I know you're just getting back to your regular exercise but I personally think you're a bit too excited."

Peter glanced at her confused, "What do you mean?" Daisy giggled and pointed to his obvious erection. Peter yelped and adjusted his member so it wasn't so visible, "Sorrysorrysorrysorry."

Daisy took his hand away from his crotch, smiling at him, "Don't be. I'm flattered." Daisy bit her lip as she stared at the appealing meat stick. "You know," she started in a hushed seductive voice, rubbing his rod through his tights, "It would be a shame to let it go to waste."

Peter let out a quiet moan, "Let me guess, Widow told you we had sex."

Daisy's eyes widened in shock, "No way! You had sex with Widow!? Now I HAVE to sleep with you now!"

Peter frowned, " _ **Me and my big mouth.**_ "

Daisy lifted his mask over his nose and kissed him passionately, her tongue battling his for dominance. Peter kneeded her soft breasts, making her moan into his mouth. Daisy reached into his tights and stroked his throbbing erection, earning a moan from Peter. Peter lifted her off of the ground and pressed her against the wall, grinding his member into her crotch.

Daisy gasped when they finally broke the kiss, her mind racing and her heart going twice as fast. She smiled at Peter, "Hey, I've always wanted to try something out. It'll feel super good I promise."

Peter rolled his eyes smiling, "Fine, go ahead." Daisy squealed with glee and slipped out of Peter's embrace. She fell to her knees and slid his tights down, letting his shaft pop out. Without any hesitation, she took his rod into her mouth. Peter groaned as he held her head, his thrusts matching her bobbing head. Her velvet tongue danced across his bulbous head, moaning to the taste of his precum.

Daisy released his stick from her mouth with a small pop, stroking his wet shaft, "Alright here comes the fun part." Daisy returned his rod to her wet mouth, suck slightly more than before. She cupped his balls in her hands and sent tiny vibrations through her fingers.

Peter's knees buckled when the vibrations tingled his balls, "Oh wow...Daisy!" He leaned against the wall so he wouldn't fall, his fist full of her hair. Daisy intensified the vibrations making Peter groan loudly. Her cheeks hollowed as she increased the suction, urging Peter to release his seed into her mouth. Peter gritted his teeth as he felt his climax reaching its peak, "Daisy I'm cumming!"

Daisy moaned as Peter spewed his thick spunk down her throat, swallowing every bit of it. Daisy let out a sigh of satisfaction as she wiped her mouth, "See? Told ya it would feel good."

Peter growled in response before pressing her back against the wall. "Time for the best part," growled Peter as he pulled down the bottom half of her S.H.I.E.L.D. uniform. He thrusted into her, his full length stretching her wet snatch.

Daisy threw her head back as she cried out in pleasure. Her legs linked behind Peter's back, pulling him in deeper. Peter vigorously pumped into her with his superhuman strength and speed, the sound of flesh slapping filled the room. He groaned as her nails scraped his skin, but he didn't care. He liked the pain.

"Oh Spidey! Ah GOD! Know I know why Widow fucked you," moaned Daisy, her cunt quivering around Peter. She could feel her orgasm building up inside of her, her climax just moments away. She hugged Peter closed to her, her teeth clenched as she tried to hold back a scream threatening to leave her mouth. With one last thrust, Peter exploded inside of Daisy sending her over the edge with him.

Peter dropped to the ground, Daisy holding on to him for dear life. Daisy sighed once she came down from her orgasm, "Wow...you're really sumthin'"

Peter stared into space breathlessly, his only response a nod. The pair looked up when the door suddenly opened and Coulson walk in, "Hey guys, I heard screaming everything...OK!" Coulson immediately turned back around out of the room once he saw the spent Peter and Daisy.

Daisy giggled at Peter, "Oops."

Peter groaned, " _ **Just an average day of Spider-Man.**_ "

To be continued…

 _And that faithful readers is chapter 16. Now it, somehow, didn't occur to me until recently that I've been working on this story for a WHOLE YEAR! That for me is true commitment, almost none of my relationships last that long (except for one). Really love this doing this and showing you my ideas, cuz I'd REALLY love to see this happen with Peter. Anyway, remember to favorite, follow, review and/or share. Also check out my Dragon Ball parody of the newish movie_ _ **Captain America: Civil War**_ _entitled, you guessed it,_ _ **Dragon Ball Civil War**_ _. I besides this, DBZ MCU parodies are my pride and joy. Chapter 17 will be coming soon, say bye Pete. "_ _ **How do you know who I am!?"**_ _Author out!_


	17. Chapter 17

Disclaimer: Spider-Man and all associated characters are owned by Marvel, Stan Lee and Disney.

Chapter 17

Peter groaned as he woke up to an amazing feeling. He groggily opened his eyes and peered down to his bottom half. He raised his eyebrow when he saw a mass under his blanket rising and falling over his waist. Peter pulled back the covers to see Felicia's bobbing head, his semi erect member in her mouth. "I know breakfast is the most important meal of the day, but there has to be a better way for you to gain your protein," joked Peter before he reached his orgasm.

Felicia wiped her mouth and smiled, "I can't think of any." Peter shook his head laughing as he stretched. "So did you talk to Fury," asked Felicia, her head resting on Peter's shoulder.

"Yeah," he replied, "Took a lot of begging but your record's clean and you're getting about a couple hundred thousand dollars once we complete the mission." Peter grumbled sourly, "I don't even get paid for the missions I do!"

"Oh c'mon Spidey, you know you do this 'for the greater good of the world'," giggled Felicia as she tapped Peter on the nose.

The two of them lifted their heads when they saw MJ and Gwen sneaking into the room. MJ pouted when they saw Felicia snuggling with Peter, "Aw damn it, Fel got to him first!"

"How did you even get in," exclaimed Gwen in frustration.

"Uh cat burglar," smirked Felicia, "It's self explanatory."

The group of lovers jumped when Gwen's phone went off like an alarm. She gasped when she saw it was a crime alert, "Peter, there's trouble!" The four of them hurried into the Spider Room. Gwen sat down at the computer and began to type away on the keyboard. Images from street cams popped up showing the Frightful Four rampaging through New York. "It's the Frightful Four," said Gwen turning to Peter, "What are you going to do?"

" **What am I going to do? Before the whole Goblin thing I had my team to help me with something like this, but now...** " Peter winced as he pictured a miniature Frightful Four brutally beat a miniature version of him. Peter opened a secret compartment in the wall that stored his suits and began to get dressed. He turned to Felicia as he pulled his top down over his torso, "Care to join me?" Felicia sighed before rushing to get her costume from the other room. Soon the two of them were flying through the air towards the scene of the crime.

Peter shot several wads of webs at Thundra, stopping her from throwing a car at police officers. "Oh that's going to take forever to get out of your hair, trust me I know," laughed Peter as he landed on a traffic light.

"Poor spider on his lonesome," taunted Trapster, "How are you going to defeat us without your teammates?"

Trapster yelped when he was thrown at a wall. He turned to see Felicia as Black Cat, "He's got backup."

"No way," gasped Trapster, "Cat? What're doing with the Spider?"

Felicia glared at Peter, "See? I told you I'd lose my rep for helping you!" Trapster signaled the other members of the Fearsome Four as Peter tried to calm down a fuming Felicia. Klaw fired a sonic blast at the duo, sending the lovers flying. Peter quickly recovered and jumped at the villains. Trapster shot his glue guns at Peter, spraying the sticky substance at the wall crawler who easily dodged it. Felicia sent Klaw stumbling back with a flurry of powerful kicks.

"Look out," cried Peter as he swooped in and saved Felicia before Thundra smashed the ground with a lamp post. Thundra growled and flung the post at the two of them. Peter flipped over it before catching it with a web, preventing it from hitting Felicia. He threw it back at the villainess, knocking her to the ground. Felicia leaped over Peter and caught a disc thrown by Wizard. "No Cat! Put that down," said Peter but was too late. The disc activated and lifted Felicia into the air. Peter shook his head as he saw Felicia struggling against the anti gravity technology, "I tried to warn you."

Peter let out a surprised scream as one of Klaw's sonic blasts knocked him into a near by car. Peter groaned as he tried to stand up, his head pounding. He gasped when glue shot over his head, trapping him to the door of the car. The Frightful Four began to surround Peter and Felicia, evil smirks on their faces. The group of supervillains stopped when an arrow landed in front of them. A second later, the arrow beeped twice before exploding, sending the Frightful Four flying backwards. "Tick tick boom," mumbled Peter as he smiled under his mask.

"You know me so well Spidey," a familiar voice called out. Peter looked up at the top of a building excitedly to see his fellow Avenger Hawkeye and Mockingbird. Clint and Bobbi jumped down from their post and walked over to Peter. "Looks like you got yourself in a sticky situation Webs," laughed Clint making Bobbi and Peter groan.

"Stick to shooting arrows Hawkeye," Peter replied as he tried to free himself from Trapster's glue. He groaned when took the door off of the car, "Great, just peachy." Peter turned around when his spider sense tingled, alerting him of the Frightful Four charging at them. Klaw fired a sonic blast at the heroes while Trapster shot his guns at them. Peter blocked the sonic blast with the door, breaking it as well as Trapster's glue. Bobbi hit Klaw with a flying kick, sending him crumpling to the ground. Peter leaped and flipped out of the way of Thundra's attacks. "Um Hawkeye, could you be a dear and help my friend over their," joked Peter gesturing to Felicia who was pissed.

Hawkeye dodged Wizard's punches and shot an arrow at the disc keeping Felicia floating. Felicia yelped when she fell to the ground with a thud. She shook her head and growled at Peter, "I'm never doing this with you ever again!" She squeaked as she nearly dodged Trapster's glue shot. She flipped and kicked his guns out of his hands before pinning him against the wall. "Hey can you like, not tell the rest of the criminal underworld that I'm working with Spider-Man? He's sorta like my boyfriend and he begged me to help him out this one time," Felicia whispered to Trapster before punching him in his nose.

Bobbi took out her batons and began to battle with the murderous master of sound Klaw, easily dodging his attempts of point blank attacks. She hit the back of his knee with one of her batons, disabling him before swinging her arm around to hit him in the face with the other one. Peter swung above the infuriated Thundra, shooting wads of webs at her. He landed in front of her and nailed her face with a powerful combo of punches and kicks. Thundra growled and grabbed Peter, squeezing him in a crushing bear hug. "Hands off lady, he's taken," called out Felicia before throwing Trapster over her shoulder into Thundra.

Bobbi linked her arm with Klaw's and swept his legs from under him, allowing her to toss him into the pile with his fellow villains. Clint yawned as he blocked Wizard's punches with his bow effortlessly. He swiftly reached into his quiver and jabbed a shock arrow into Wizard's neck before kicking him to the pile of Frightful Four members. Peter, Felicia, Bobbi and Clint surrounded the Frightful Four who were gaining their footing. "Give up guys, you're beat and there's nowhere for you to go," said Clint smirking at the villains.

Peter let his face fall into his hand, groaning, "Ugh, you shouldn't have said that." Trapster grinned and pressed a button on his glove, revealing numerous guns around them. Suddenly, a light blinded the heroes, allowing the Frightful Four to escape. Before they could react, some of the guns sprayed glue while the others used anti gravity to lift things up. "You just had to trigger Trapster, didn't you," grumbled Peter who was glued upside down on a wall.

"I didn't know he'd do that," replied Clint as he rolled in midair.

"His name is Trapster, Clint," yelled Bobbi, struggling against the mountain of glue she was encased in.

"Can we stop fighting and find a way to get out of this thing," said Felicia who was kicking around above the ground, "I hate this zero gravity shit!"

Clint sighed, "Don't worry, I'll just use my communicard and call some S.H.I.E.L.D. peeps down here and-" Clint began to rummage through his pockets for his communicard, gasping when it fell out and landed on the ground out of reach. "Oh," said Clint, "My bad." Everyone around groaned and yelled at the purple archer.

-A Few Hours Later, S.H.I.E.L.D. HQ-

"How is my fault," exclaimed Clint as he sat across from Bobbi in the break room.

"Well maybe because you were too busy goofing off instead of actually beating the bad guys," snapped Bobbi, her baton smacking the table.

"This has been going on for almost an hour," whispered Peter to the audience, "Hawkeye and Mockingbird have a rough past together. Rocky on and off relationships, all with bitter break ups. They can't seem to get enough of each other, but I can say the same about them agreeing." Peter ducked, dodging a napkin holder that had been smacked off of the table. "But still, I haven't seen this much arguing since...well never!" Peter stepped in between the two heroes, "Look guys, why don't we all just sit down and chill out for a bit. I get it, we're all a bit agitated from the fight but we still have to keep a level head. Now there are four super villains out there and we need to find."

Bobbi and Clint turned their glares away from each other, neither of them attempting to look at the other. "We could go out to the street level and search for them there," grumbled Clint.

"See if any other heroes have seen them," finished Bobbi in the same tone.

"Great we have a plan," smiled Peter clapping his hands together, "We'll take a few minutes to get our things together and we'll head out."

Felicia pulled at Peter's costume sheepishly, getting his attention. "Hey can I head home," whispered a fidgeting Felicia, "All these suits are making me antsy."

Peter rolled his eyes under his mask, "Fine, but keep your phone on, I'll call you when we find the Four."

A few minutes later, Clint, Bobbi and Peter we're scaling the buildings of New York, searching for the Frightful Four. "So we've asked Daredevil, Power Man, Iron Fist," said Peter, "Who's left?"

Clint looked down to see a muscular man brutally beating a gang of thugs in an alley. "Him," replied a smirking Clint as he swooped down towards the man. He shot arrows at the thugs, pinning them to the wall of the alley. "Yo Frank what's up," Clint greeted Frank Castle, The Punisher.

"Barton," growled Frank as he turned to Clint, Peter and Bobbi, "I told you I'm not working with your little boy's club."

"Wow, a lot of people do not want to work for S.H.I.E.L.D."

"It's not that Frank," replied Clint with a laid back smile, "We were just wonder if you've seen a group of villains. Going by the name Frightful Four."

"I ain't seen no one, now hit the road arrow boy," Punisher growled as he walked away.

"Arrow boy," grunted Clint as he followed Frank. Peter and Bobbi exchanged a knowing look before following Clint. "You wanna say that again Punishpussy," yelled Clint as he shoved Frank in his shoulder. Frank snarled and punched Clint in his jaw, making the archer stumble backwards. Clint tackled Frank, each of them giving and receiving hit from the other.

Peter pulled Clint back with a web, "Calm down you two." Peter's eyes widened when his spider sense went off, he turned around to see Frank reaching for a gun from his holster. Peter quickly webbed Frank to the wall, sighing in relief as he flopped down on the ground.

Bobbi slapped Clint on his face, a red mark left across his cheek, "You're such an idiot! What were you thinking!?"

"What was about to do: take that from a lowlife like him," Clint snapped, his face inches away from hers.

"It was just a silly insult, not even a good one," Bobbi yelled back at him, "You're such a child!" Clint just grunted in response before walking away from her. "Ok, you do that, just walk away, JUST LIKE A CHILD," Bobbi screamed as she went the opposite direction. Peter took a few steps back as she stormed past him, "C'mon Webs!'

Peter hesitantly followed her through the New York sidewalk traffic, "Where are we going?"

"To get a drink," replied Bobbi with a slight growl. She pushed opened the door of a nearby bar, grumbling as they sat on a stool. "Give me the strongest beer you have," Bobbi told the bartender. She turned to Peter, "You want something Webs, I'm buying."

"I'm not old enough to drink," Peter replied as he awkwardly swung his legs back and forth.

Bobbi rolled her eyes, "So? You're in costume, they're not gonna ask for your ID." She stopped the bartender once he brought back her beer, "A round of shots for me and my arachnid friend here! Give us the best booze in this place!" Bobbi nudged Peter in his side, "Don't sweat it Webs, it's just a couple of drinks."

-An Hour And A Half Later-

"And den he juss leff meh," Bobbi rambled in a slurred voice, her glass spilling everywhere as she spoke.

"Dats messd uhp," exclaimed Peter, his speech slurred as well a his flush face visible even with part of his mask lifted, "Ha*hiccup*wkeye cant doo dat tuh you!"

"Ah no," replied Bobbi as she took another shot and slammed the glass down, making the glass break in her hand. Peter started to freak out, jumping on top of the bar, screaming when he saw her bloody hand. "Ssssssshhhh, ids coool, Ah cantn evun fiil id," Bobbi giggled showing Peter her hand, "Look." Slowly, the glass started to fall out of her hand as her healing factor sealed the injuries.

"Whhoooooooaaa," said Peter as he sat back down in his stool. He took another shot and turned to Bobbi nudging her, "Yah no, eff you wer mah gurl, Ah wou-wou-woudn juss leff you. Yuh hot as heell!" Bobbi laughed and shoved Peter playful, "No Ah'm cereal...Man Ah wan sum cereal...yu-yuh sesy, Bob-Mockbirdy" Peter wrapped his arm around her shoulder, "Eff you wern yah'no, wiff Ha*hiccup*wkeye, Ah'd ploow yah rite now!"

Bobbi stared at Peter, "Rely?"

"Yeah," Peter yelled in response, his speech taken away from him by the alcohol in his system. Peter moaned in surprise when Bobbi threw herself on top of Peter and kissed him passionately. He pulled her close to him and deepened the kiss, his tongue pushing its way into her mouth. Bobbi moaned to feeling of her tongue clumsily fighting Peter's and the taste of the different drinks they had drunk earlier. She groaned as she felt Peter's erection pressing against her crotch.

"Hey, take that out my bar," said the annoyed bartender, slightly disgusted by the drunken revels of Peter and Bobbi. Peter lifted Bobbi up and staggered outside, their lips still locked in a fiery kiss. Peter crawled up the wall of the bar and helped Bobbi up to the roof. The two drunken heroes lost their footing and fell on top of each other, their kissing never stopping. Peter kneaded her breast as he continued to kiss her, his hips grinding into hers. Bobbi took his mask completely off and ran her fingers through his hair. Peter unzipped the jacket from her uniform she was wearing and threw it aside, allowing him better access to her skin. Bobbi did the same for Peter by taking off his costume top.

Peter kissed her down her neck and across her collarbone, earing a quiet moan from Bobbi. He squeezed her breasts in his hands, her thin bra the only thing keeping them away from them. Bobbi wrapped her arms around Peter's neck when he started to tease the tender part if her neck, her mouth agape as her breathing grew heavy. Peter pulled down her bra and took one of her nipples in his mouth, sucking and teasing it as he played with the other. Bobbi could feel her panties dampening as Peter's gloved hand trailed down her toned stomach to the hem of her pants. Peter slid his hand into her pants and rubbed the wet spot that had grown in her underwear.

Bobbi's hips rose to meet his hand, moaning as his fingers rubbed her clit through the cloth. Peter impatiently pulled down her pants and panties, tossing them with her jacket. He ran his tongue down between her breast, to her navel all the way to her pelvis. Peter flattened his tongue and drug it against her sensitive clit. He rubbed her fingers along her moist slit and slipped them into her. Bobbi bucked against Peter as he continued to pleasure her with his performance. She gripped his hair and pushed his closer to her cunt. Bobbi let out a drawn out moan as her oragasm overcame her, her entire body quaking under his touch, "Ugh, Spidey! I'm gonna...AH!" Bobbi pushed back so she pull his tights down to his ankles.

She straddled his lap, kissing him as she lowered herself onto his rock hard rod. Peter and Bobbi gasped in during entrance, his length rubbing her walls. He grabbed her hips and began to thrust upwards into her wanton channel, earning loud moans and whimpers from Bobbi. Peter took her nipple into his lips, eargerly suckling on the marblized nub. Bobbi rocked her hips back and forth with Peter's rhythm, her body tingling with ecstasy. Peter pounded her tight snatch with his superior strength, his intoxicated arousal taking over his body. He laid her down on her back and plowed her with all of his might. Bobbi cried out in pleasure, her nails against scraping Peter's skin, drawing blood.

Peter kissed her hungrily, his body pressing against hers as he hit her most sensitive spots. Bobbi wrapped her legs around his waist as she fell her climax building up inside of her. She pulled Peter close to her, locking her limbs around him so he wouldn't escape, "Mmmm Webs, yuh sooo goooooood!" Peter gritted his teeth when he felt his own orgasm creeping up on him. "Do id nside," Bobbi slurred huskily, "Giv id tuh meh!" Peter couldn't hold it back any longer and exploded inside of her, his seed coating her walls. Bobbi let out a high pitched scream as her orgasm hit her body like a ton of bricks. The two heroes collasped into each other's arms, out of breath.

"Mmm...sleepy," mumbled Bobbi as she snuggled close to Peter's chest.

"No," Peter whined drunkenly, "Noooooo, you cant sleep! Bad guys!" But he was too late, Bobbi had already drifted off into a deep sleep. Peter shrugged, sighing outwardly as he made a web blanket and fell asleep too.

-The Next Morning-

"Wakey wakey," said a familiar feminine voice above Peter's face.

Peter groaned as the sun punished his eyes, "Worst feeling in my life! What was the big fuss about being 21 if you feel like this afterwards!?" Peter opened his eyes to see Felicia standing over him in her Black Cat costume, "Felicia? What's going on? What time is it?"

"It is almost noon and you're laying on top of a rooftop naked with Mockingbird," Felicia replied with a teasing smirk.

Peter turned to his side to see Bobbi sleeping next to him, naked as Felicia said. He jumped up to feet, covering his mouth so he wouldn't scream and wake up Bobbi. "How did this happen," asked Peter in a loud whisper.

Felicia took out her phone and showed it to Peter, "I'm sure this will shed some light on the situation." Peter gasped when he saw a video on Facebook of him and Bobbi singing Hero by Nickelback drunk out of their minds.

"Ugh I did that," asked an ashamed Peter, "I don't even like Nickelback!"

Bobbi groaned as she started to wake up with a splitting headache. She gasped when she saw that she was naked and covered in web fluid. Bobbi covered herself and glared at Peter, "What the hell did you do to me!?" She stopped when she saw their clothes scattered around the rooftop, "Oh god, did we..."

"Seems like the most likely conclusion, since Spidey is so hot," said Felicia who was looking at images on her phone, "And the fact there are pics of you guys macking it in the bar." Bobbi and Peter rushed over to her side to see the pictures of them making out from last night.

"Ugh, I'm never gonna live this down at work OR with Clint," groaned Bobbi as she put on her uniform.

Peter checked his phone when it went off, "We'll worry about that later, Gwen sent me the location of the Frightful Four. We have to stop them now!" Peter, Felicia and Bobbi immediately jumped into action and rushed to the scene. They could see Clint fighting off Trapster and Klaw and was about to be taken out by Thundra, Bobbi threw a baton at Thundra's head, catching the villainess' attention. Peter webbed Trapster's guns shut while Felicia kicked Klaw's hand so his sonic blast would hit Wizard. "That's it," Peter thought to himself. "Guys, use your opponents' powers against one another," called out Peter as he flung Trapster over his shoulder.

Peter kicked Thundra into the wall, her body lodged into the bricks. Trapster growled as he ripped the webbing from his guns and shot glue at Clint. Clint elbowed Wizard in the face and took a disc from his suit. He activated the disc, repeling the glue outwards so it would fly everywhere. Glue splattered all over Thundra and Trapster, keeping them in place. Bobbi dodged Klaw's hits, his sonic attacks missing her every time. Klaw brought his arm down on her, her batons holding him in place as he charged a blast, "Spidey now!" Before Klaw could react, Peter shot a web at his hand and brought them back, just in time for the blast to hit Klaw in the face.

Wizard looked around to see his comrades defeated and surrounded by heroes. "I surrender," he said raising his hands above his head.

-Later At S.H.I.E.L.D. HQ-

"Sorry about yesterday," said Clint as he and Bobbi walked down the corridors of S.H.I.E.L.D.

"No, no it's my fault shouldn't of slapped you," replied Bobbi, her cheeks flushing with how close he was to her.

"So...we're cool," Clint asked her smiling.

"Yeah, we're cool," Bobbi answered returning the smile.

Clint looked down at his phone when it went off. He glared at Bobbi when he saw his Twitter flooded with a certain picture, "What the hell is this!?" Bobbi went pale when Clint showed her the picture of she and Peter kissing the night before.

To be continued...

Chapter 17 is up and ready. I really like this chapter because drunk Spidey. Remember to favorite, follow, review and/or share this story, love the reviews. Also check out the final act of Dragon Ball Civil War! Chapter 18 will be up soon. Thanks for reading!


	18. Chapter 18

**Disclaimer: Spider-Man and all associated characters are owned by Marvel, Stan Lee and Disney**

 **Chapter 18**

Peter dodged Tony's repulsor blast as he scooped Felicia up, keeping her away from Captain America and Sharon. His spider sense went off making him take Cap's shield from his hand. He and Felicia hid behind the vibranium shield just in time for Yoyo to run into it, knocking her backwards. Peter threw the shield at Tony's chest, preventing him from firing another blast. The duo ran towards the exit but was stopped when Cap threw the shield at the door, making ricochet into Peter's chest. Felicia and Peter looked around nervously as they were cornered by the four opponents.

 **"** _ **I bet you're wondering why the good guys are trying to beat the snot of their fellow good guys...well their fellow good guy and Felicia. Well for you to understand that we'll have to go back a few hours.**_ **"**

 **-Parker Residence, Hours Ago-**

"C'mon Felicia...we're gonna be late," Peter grunted as he tried to pull Felicia out of the apartment without hurting her.

"No," Felicia whined, holding her grip on the door frame.

"You have to go, they called for both of us," said Peter annoyed, "Now let's go, they're waiting on us!"

"Nuh-uh! I didn't agree to do any of that S.H.I.E.L.D. meeting stuff, please don't make me go," Felicia pouted.

Peter rolled his eyes and sighed, "Fine, if you go I'll..." Peter leaned in close to her ear and whispered something. Felicia looked at him with a surprised look, her eyes wide. Peter replied with a nod, "Yep and..." He went back to her ear again, her face burning red before she bolted out of the apartment to the elevator, pressing the down button over and over.

Gwen glanced down at Felicia before turning to Peter, "What did you say to her?"

Peter handed her his wallet, "Make sure you buy a ton of Gatorade, I'm gonna need it later. Oh and chocolate syrup!"

Peter and Felicia walked into S.H.I.E.L.D. HQ, Felicia still nervous as she shakily followed Peter to the room they were supposed to meet Cap and the team. "Will you chill out," Peter asked as Felicia grabbed his arm, "You're not a wanted criminal anymore, they're not going to arrest you for no reason."

Felicia hid behind him, "Still, you never know when one of these guys are gonna come out of the bl-AH!"

Felicia cried out in surprise as Iron Man landed in front of them, "Spidey! Good to see ya man." Tony retracted his visor and smirked at Felicia who as she hid behind Peter, "Who's your friend?"

Peter wrapped his arm around Felicia's waist and held her close, "She's taken Stark."

Tony rolled his eyes and started to walk away, "Whatever Webs, let's get going Cap's waiting on us." Peter and Felicia followed Tony into a S.H.I.E.L.D. forensics lab.

Steve turned to the door and smiled at them entering. "Miss Hardy, thank you for assisting us with this mission," said Steve extending his arm to shake Felicia's hand. Peter pushed her from her hiding place to Steve's waiting hand, giving her a condescending glare.

Felicia nervously shook his hand smiling, "T-Thanks for the opportunity Mr Captain America sir."

Peter chuckled under his breath at Felicia's exasperation, "So Cap, what seems to be the problem?"

"We've called you and Tony here to help us with some scientific studies to prepare for the mission," replied Steve as he walked over to where Agent 13 and Slingshot where standing.

"We were thinking you could help us create 'antivenom' so to speak for Asp's abilities," explained Sharon leading Peter and Tony to the lab equipment.

"We can knock this out in an hour or so right Spidey," grinned Stark as he patted Peter on the back. Peter nodded and chuckled weakly, flexing in response to the force of Tony's armor put on his back.

"And Miss Hardy," added Steve, making Felicia jump, "I'd like to have you debriefed for the mission at hand."

Felicia nodded and hesitantly followed Cap out of the forensics lab. She shot a troubled glance over to Peter, silently pleading for him to save her. "Be nice," Peter mouthed to her before the door closed behind them. Peter turned to the assorted chemicals, rubbing his hands together, "Ok, let's get to work."

After an hour and a half of work, Sharon and Yoyo returned to the lab to check up on Peter and Tony. "How's the antivenom coming along boys," asked Yoyo as she leaned against desk next to them.

Peter held up a vial of a dark purple liquid to examine it in the light, "I think it's done. Just need to test it." Sharon and Yoyo exchanged looks and nodded to Peter. Tony fired a weird narcotic blast into their arms, causing them to feel numb.

Peter rubbed the purple liquid into Sharon and Yoyo's arms, waiting for a response. Yoyo smiled when she could feel her limb working again, "It works, it actually works." Her smile faltered when her body started to get warmer. Peter glanced at Tony when they noticed that the women's faces getting flushed.

"You two alright," asked Tony as he scanned their bodies.

"Uh huh… just a little… hot," answered Sharon, her breath ragged. The ball of her hand pressed down into her lap as her thigh rubbed together.

"Yo Spidey," whispered Tony, signaling Peter towards him, "Take a look at this."

Peter looked down at the holographic charts projecting from Tony's arm and gasped. He looked to Tony with wide eyes, "They're horny?"

"Like bitches in heat," Tony whispered back. He took the vial of the mystery juice from Peter, "I'll make something to counteract the substance, you keep them busy."

Peter nervously turned back to the two aroused S.H.I.E.L.D. agents, "Will you come with me um… we need to run more tests." Sharon and Yoyo followed Peter out of the forensics lab who didn't have a clue what to do next.

" _ **What do you expect me to do? When Hank Pym created Ultron, all he had to do was fight his mistake. I can't fight my scientific mishap, so there's not much for me to do. Other than the obvious, what else can I do in a situation like this?"**_

Peter yelped when he was yanked out of the hall and into a break room. His eyes widened when he looked up to see Yoyo and Sharon eyeing him like water in a drought. In the matter of moments, Yoyo had stripped down to her underwear and was on top of Peter, pushing him onto a lounging chair. " _ **Well I guess that answers my question."**_

"No fair Yo," Sharon purred as she stripped out of her uniform, "I don't have super speed." Sharon let her S.H.I.E.L.D. uniform puddle at her feet, gracefully stepping out of it to walk over to Peter, "You have to take your time." Peter shuddered as he felt Sharon's hand slip under his costume top and caressed his chisled torso.

Yoyo pulled off Peter's mask and licked his cheek, "Mmm Spidey, you're so yummy…" She took his earlobe in her teeth and teased him, "I just want to eat you up."

Peter looked at the audience as everything froze around him, "OK guys, I'm at a lost for words here. There's no way I can deny this." Peter pressed his lips to Yoyo's, hungrily sucking on her tongue. He moaned in her mouth as Sharon's hand wandered downwards into his tights, grasping his hardening member.

Sharon dropped down to the floor, bringing Peter's tights along with her. Sharon licked her lips when she saw his towering meat stick. Peter's breath hitched in his throat as Sharon's tongue danced along his rod. Yoyo unclasped her bra and tossed it aside, allowing Peter access to her twin mounds. Yoyo pushed his face into her clevage, moaning out loud at the feeling of his mouth on her nipples.

Sharon bobbed her head up and down the length of Peter's shaft, slurping around his engorged girth. Peter rubbed the soaking crotch of Yoyo's panties, earning a moan from the horny Latina. Peter slipped a finger into her waiting cunt and began to pump in and out of her. Yoyo held onto to Peter to steady herself, her mouth slightly agape as she concentrated on the pleasure Peter was giving her.

Sharon gently squeezed Peter's balls, urging him to release inside of her mouth. With a silent grunt, Peter bucked his hips up into Sharon's mouth, spraying his seed. Yoyo gasped when she felt her climax building up inside of her, threatening to explode. Yoyo kissed Peter fiercely as her climax racked her body.

She wrapped her arms around his neck and pulled him to her, "Aye, I need you know Spider… take me." Yoyo fell backwards onto a coffee table and spread her legs for Peter.

Sharon climbed over Yoyo, presenting her amazing backside to Peter, "I need you too, please Spider-Man." Peter grinned and aligned himself with Yoyo's entrance. Peter pushed himself into Yoyo, both moaning at entry. Peter pressed his fingers into Sharon as he drove into Yoyo's hot pussy. Sharon gasped and met the thrusts of Peter's hand. After a few more thrusts, Peter pulled out of Yoyo and into Sharon.

Sharon moaned loudly as Peter plowed her with his superhuman strength. Sharon began to knead Yoyo breasts, making sure he friend wasn't left out. Yoyo moaned and began to rub Sharon's clit, urging her on. Time and time again Peter alternated with the two women as the toyed with each others nipples and clits.

Peter gritted his teeth when he felt his orgasm in his loins, "Girls… I'm cumming!" Yoyo and Sharon hopped down from the coffee table and to their knees. Yoyo grabbed Peter's rod and began to stroke with her incredible speed. With a deep groan, Peter exploded onto Sharon and Yoyo's flushed faces.

Felicia poked her head into the rec room, "Hey Pete- oh." Felicia smirked at the blushing Peter. "When you're done here, Stark and Rogers what to see you," Felicia laughed, ignoring the two women licking Peter's semi hard stick.

Moments later, Peter led the still aroused Sharon and Yoyo back into the forensics lab. "So did you find a way to fix our 'little problem'," Peter asked Tony as he tried to stop the girls wandering hands.

Tony laughed at the squirming wall crawler, "Yeah yeah I fixed it." Tony held up the vial of purple with a eye dropper of a red mixture. A small drop of the mixture dripped into the vial, making it shake and bubble. Suddenly, the vial exploded, splashing on Tony, Cap, Sharon and Yoyo. Peter and Felicia exchanged looks, knowing something was wrong.

Steve lounged at Peter with a threatening growl. In the last second, Peter ducked making Cap crash into the wall. Felicia yelped when Sharon started kicking at her torso and head, "What's going on?"

"It must be the chemicals," replied Peter, "Its making them act crazy."

Peter dodged Tony's repulsor blast as he scooped Felicia up, keeping her away from Captain America and Sharon. His spider sense went off making him take Cap's shield from his hand. He and Felicia hid behind the vibranium shield just in time for Yoyo to run into it, knocking her backwards. Peter threw the shield at Tony's chest, preventing him from firing another blast. The duo ran towards the exit but was stopped when Cap threw the shield at the door, making ricochet into Peter's chest. Felicia and Peter looked around nervously as they were cornered by the four opponents.

Peter looked at the audience, " _ **There, ya all caught up? Now if you'll excuse me, I have to find a way to get out of this one in one piece."**_

"Any ideas," asked Felicia.

Peter's eyes widened when he saw a water bottle behind the four enemies. He smirked, "Just one." Peter webbed the bottle and yanked it towards him. Peter opened the bottle and poured it onto the floor. With the water on the floor, Peter shot a shock wave into the puddle, electrocuting Cap and the others.

Peter began to web up the unconscious heroes, "This should hold them until we get some S.H.I.E.L.D. workers in here

 **-A While Later-**

"Alright, let's agree to not do that again," Tony sighed as he recovered from the treatment, "Sorry guys."

"I'd like to thank you Spider-Man," Steve said as he wiped off the desolved web fluid from his suit, "You really kept your cool, you saved us."

"Ah it was no big," Peter laughed, rubbing the back of his head. He glanced at the blushing Sharon and Yoyo, "It was my pleasure."

 _To be continued…_

 _Merry Late Christmas guys! I know this is more of a fluff chapter but it's good to be back. Honestly guys, I originally planned on doing this New Years but my friend encouraged me to do this for my fans. I've been occupied with exams and work and all that but hopefully I'm back to stay. Check out my other stories_ _ **Truly Magical**_ _and_ _ **Dragon Ball: Age of Omega Shenron**_ _! Say goodbye Peter! "_ _ **Happy Holidays!**_ " _Author out!_


	19. Chapter 19

**Disclaimer: Spider-Man and all associated characters are all owned by Marvel, Stan Lee and Disney**

 **Chapter 19**

Gwen and MJ groggily made their way into the kitchen, awoken by the pleasant smell of freshly cooked breakfast and brewed coffee. The two women were greeted with the sight of Peter in nothing but sweats busying himself over the stove. Peter turned around when he heard their footsteps stopping behind him, "Morning ladies, just about finished here why don't you take a seat at the table."

MJ and Gwen turned to the aforementioned table to see a wide array of food laid out for them. "Eggs, bacon, muffins, coffee," listed MJ as she and Gwen sat down.

Peter skillfully tossed the pancake from the skillet over his head. With graceful acrobatics, Peter flipped backwards and landed before the girls, just in time for the pancake to land on the tall stack on a plate he was holding. "And chocolate chip pancakes," Peter added with a grin.

"Ok who are you and what have you done with our Peter," joked Gwen.

"Hurtful," Peter replied laughing, "I just wanted to treat my girls with something nice this morning." Peter set the plate of yum on the table before sitting down, "Plus with Sam gone I have to pick up the slack with the cooking."

"You know you could've treated us to something nice this morning without cooking," MJ smirked, popping a bit of muffin in her mouth, "We would've been satisfied with some _sausage_ for breakfast."

"Guess we were thinking the same thing Red," mused Felicia as she strolled into the room.

Peter frowned at Felicia, "You know, you can always use the door."

"But what fun would that be," replied Felicia with a grin. Felicia's eyes widened at the glorious spread before her, "Whoa, who made breakfast?"

"Peter did," replied MJ.

"Who are you and what have you done with our Peter," said Felicia mimicking Gwen.

"Oh c'mon," exclaimed Peter, "I'm just proving I'm more than just a pretty face."

"And a killer body," said MJ.

"And a persuasive tongue," added Gwen.

"And an impressive package," Felicia purred as she sat down at the table.

"Ok Ok I get it," Peter laughed. "So, Aunt May's out for the day, we have the apartment to ourselves, what do you guys wanna do today?"

"Well," Felicia whispered, her fingers trailing up his leg. Mesmerized by her teasing fingers, Peter didn't realize his bacon wasn't in his hand until he bit his finger. Felicia giggled at the pained Parker, "Little distracted Pete?"

"Yeah… yeah, distracted," Peter repeated in a daze as he stared at Felicia. She was dressed somewhat modestly in comparison to her norm, clad in a form fitting black sweater and curve hugging dark jeans, coupled with her seductive black heels. Felicia grinned evilly as she Peter drew closer to her, her hand pulling him towards her chest.

"Hey no fair," pouted MJ, "It's hard to look sexy in PJs and bed hair!"

Peter snapped of his hypnotic trance and turned to Gwen and MJ with a loving smile, "No matter what you all are beautiful to me."

Peter yelped when Felicia yanked him to her, planting his face into her breasts. "Oh you sweet talker," Felicia mused as she firmly kept the flailing Peter in place.

Gwen shot Felicia a playful glare, "Let the man breath Felicia. He won't be any fun for us dead."

The cat burglar pouted and reluctantly released her hold on Peter's head. Peter pulled back with a long loud gasp for air. He turned to the girls, "While I was about to suffocate in that soft death trap, my flashing memories reminded me that I had an interview for the Daily Bugle."

"Ugh," Gwen groaned in disgust, "Why are you applying for them? Jameson does nothing but bash you!"

Peter turned to the audience, " _ **I honestly don't have a clue why I'm doing this. I mean S.H.I.E.L.D. is supplying us with everything, why am I doing this?**_ " Peter looked down at his hands when a piece of paper fell into them, "' _ **Because I said so, The Author'?"**_ Peter sighed solemnly, " _ **Well, there's my answer."**_

"Sorry girls, but I have to go," Peter apologized as he ran to his room to get changed.

 **-Daily Bugle Building-**

Peter exited the elevator of the huge building of the Daily Bugle headquarters. He walked up to the receptionist practically guarding the entrance to the office. "Uh hi," Peter said nervously, "I- uh I have an appointment with Joe Robertson."

"And who should I say is coming," asked older woman, not looking up from her computer screen.

"Oh uh Peter Parker," Peter replied.

"There's a Peter Parker for Mr. Robertson," the receptionist said a few moments later she looked at Peter, "I'm sorry, is he expecting you?"

Peter rubbed his head nervously, "I was the one who called about the pictures of Spider-Man."

"He's says that he has the pictures," she was caught off by the person on the other end, "Ok, alright, he'll be right in." The woman looked up at Peter and pointed behind her, "Go in and make a left. He's the first door on the wall."

Peter thanked the woman and went through the door behind her. Peter was instantly thrown into the bustling world of the Daily Bugle. Running editors and desk jockeys typing away until their fingers bled on their keyboards. Peter made his way towards the Chief Editor's door to knock, before it swung open and two men charged out of it. One a dark skinned older man with a wrinkling face and greying hair. The other an angry older man with a thick patch of hair on his upper lip, a flattop haircut decorated with silver streaks and a lit cigar in his mouth.

"The conversation was over five minutes ago Robertson," Jonah exclaimed, "The answer is no!"

"C'mon Jonah, the people need to be warned," replied Joe, neither of them noticing Peter.

"Why would I want to print a story of some kind of kingpin that doesn't even exist while Spider-Man is attack the White House with the Green Goblin," Jonah argued.

Peter tried to get their attention as they walked across the newsroom in a fierce verbal war. Peter sighed defeated, " _ **This is getting ridiculous**_ **.** " Peter ran around several desk to cut of Jonah and Joe, catching them both.

"Who in the hell are you," asked a surprised Jonah.

"Hello, Peter Parker," Peter introduced himself with an extended arm, "I'm here for my appointment."

"Oh right sorry kid, let me get you to my office," Joe scolded himself for forgetting in the heat of the argument.

"Wait wait wait, hold on a sec," Jonah interrupted, "You're giving this kid a job?" Jonah looked over Peter, his grey eyes burning a hole into him. "Lemme guess: you're a college kid with no plans for your career, almost no other choices for your job and a digital camera," Jonah spat at Peter, "Why should you join the Daily Bugle?"

Peter sighed, " _ **I really didn't want to do it, but we all knew it was going to head to this.**_ " Peter took out an envelope from his pocket and took out a photo of himself as Spider-Man, "I can give you these."

Jonah and Joe stood in amazement, their jaws slack and their eyes wide. Jonah swiped the envelope from Peter's hand and began to skim through the photos. "And you took these," asked Jonah looking up at Peter. Peter responded with a nod, a smug smirk creeping to his lips. "Crap," grunted Jonah, wiping the look from Peter's face. HIs once proud grin began to droop into a disappointed frown as Jonah continued to look through the photos, "Crap, crap, crap, crap, crap." Jonah tossed the pictures over to Joe and squinted at Peter, "And you're sure these are the real deal?"

"Oh yeah, of course," Peter replied hastily, trying to ignore the furious woman sitting in her desk behind them.

"And you'll sign a release that says so," Jonah asked, completely oblivious that one of his employees was at the brink of becoming the new She Hulk.

"Uh- I guess," Peter awkwardly answered.

"You guess," Jonah grunted annoyed.

"He's just a kid Jonah, crawl out of his nose," Joe sighed, giving the photos back to Jonah.

"Fine," groaned Jonah, "I'll give ya 150 for them."

"B-But the ad said," Peter stammered.

"I made the ad, so whatever the ad says, I say and I'm saying 150," Jonah interrupted.

"I swear I'm going to set the entire building on fire," growled the woman that was screaming behind them.

Jonah rolled his eyes annoyed, finally beginning to address the fuming employee, "What is it now Brant?"

"I can't keep doing this Jonah," Betty Brant sighed in frustration, gesturing to her desktop. Peter silently marveled at her from afar and, despite being enraged, she was quite beautiful. She had dark brown hair and deep brown eyes that he'd easily get lost in. Her posture would indicate she was older woman but she didn't look it. While her proportions weren't on the level of the girls but she was still quite impressive.

"I'm the associate book editor Jonah," Betty continued, "I'm not a web designer. "

"It's just a simple website Ms. Brant," Jonah replied, "The Bugle paid for the class-"

"A one day class," Betty retorted, "That was in _Chinese_! I wasn't going to learn Chinese by the end of the day. Now every time I blink funny, the website crashes!"

"Looks like it's a recursive loop," said Peter, casually scanning over code on the screen. He glanced to Jonah and Betty who were giving him confused stares. "May I," asked Peter, gesturing to the keyboard. Betty moved aside as Peter began to type. After a few moments, the website was up and running smoothly. "There you go, just a small hiccup in the script," Peter smiled.

Jonah's jaw stiffened in concentration, after witnessing Peter's amazing skill he no longer had the desire to rip the young man off. "Kid, how would you like to have a job," asked Jonah.

Peter's eyes widen, "Really? A-A job?"

"You'll be here maintaining the website if it crashes, updating it with the news, etcetera," explained Jonah as he led Peter through the newsroom to the exit, "And you can sell me your Spider-Man pictures for twenty-five bucks a piece." Jonah turned to Peter once they reached the exiting door, "Deal?"

"Deal," replied Peter with a smile.

"Good now get outta here," Jonah said pushing Peter out of the door.

 **-Parker Residence-**

Felicia's face lit up when she heard the front door. She quickly jumped up from her seat on the recliner and rushed over towards him with her arms open, "Petey!" Felicia halted in her tracks after she heart a thwip coming up behind her. She turned around to see her back was webbed to the recliner. She glared at MJ who had one of Peter's web shooters on her wrist, " Really? All I wanted was some spider lovin'."

"Well you've had enough for now," MJ snickered, tossing the web shooter to Peter.

"So how'd the interview go," asked Gwen looking up from her book.

"Got the job," Peter replied, walking over to a hidden panel in the wall to retrieve the small vial of web dissolver inside, "Not the job I applied for… but I got it."

Peter poured a few drops on the strands keeping Felicia bound, making the webs melt away. Felicia immediately jumped up and kissed Peter, sticking her tongue out at MJ afterwards. Suddenly, Peter's communicard chimed in his pants. He extracted it from his pocket to see Captain America's face. "Spider-Man it's time," the star spangled man with a plan quickly stated, "Our hidden cameras have indicated that the Serpent Society has returned to their hideout. I need you two mission ready in five, we're coming to pick you up."

The captain turned to look at Felicia, "Ms. Hardy, S.H.I.E.L.D. has supplied you with a new costume for the mission which should be at your door now." Just as he finished his sentence, there was a knocking at the door. MJ opened it to reveal a package on the other side. MJ brought the box to Felicia who opened it. "We tried to keep it as close to your original costume as possible," said Captain America, "The material is made from highly durable kevlar fibers with insulation, can protect you from standard knives and bullets but I don't think the Society will be attacking us with standard weaponry. "

Felicia rushed to the bathroom to go change, leaving Peter to pout to his fellow Avenger, "How come I don't get a new suit?"

"Well Fury said, his words of course, 'that the apartment was more than enough for the damn kid'," Cap answered with a small smirk on his face.

"How do I look," Peter heard Felicia ask. Peter's communicard dropped almost in sync with his jaw once he laid eyes on Felicia. Cap was right about it being close to her original costume, but Peter was beginning to think it was Tony who designed it. The new costume was even more form fitting than her old one, if that was even possible, allowing Peter to clearly see the outline of her toned stomach.

In the stead of her mask was a pair of goggles with yellow lenses that made her look more cat like. And to top it all off, two, black cat ears sprouting from the white hairs of her wig. MJ pouted as she plopped down next to Gwen, "We should get our own costumes. Spider themed preferably to make it extra sexy."

"Spider-Gwen," Gwen said to herself with a smirk, "Has a nice ring to it."

"Transport is above the building now," Cap informed Peter and Felicia.

Peter shook himself out of his lustful trace. He wiped the drool from his mouth and addressed Cap, "Aye aye Captain."

"He's not that kind of captain Petey," Felicia groaned as they rushed to the Spider Room to use the secret entrance.

 **-Serpent Society Hideout-**

Peter, Felicia and the rest of the S.H.I.E.L.D. team crouched down in the tall weeds surrounding the Serpent Society hideout. They had landed the quinjet a few yards away from the building in order to remain hidden.

"Alright, everyone have everything you need," Cap asked with a hushed voice.

"What's the plan here Cap," asked Peter as he refilled his web shooters with new cartridges.

Captain America began to drag his finger through the dirt to draw a diagram, "Once we infiltrate their hideout, we'll need to surround them so there's no escape." Cap began to further develop the picture in the soil, "We breach once everyone is in their respective entrance. After that, it'll be an all-out war so…" Cap stopped when he saw Peter drawing in the dirt next to his layout. "Spider-Man, what are you doing," a slightly perturbed Captain America asked.

Peter looked up innocently and pointed to his picture, "Oh, it's us celebrating our awesome win. See, there's you, there's me and…" Peter froze when he noticed everyone glaring at him. "Sorry," Peter mumbled sheepishly.

Cap shook his head and continued, "The things you need to remember are that non-enhanced stay away from Asp and also question your surroundings, you never know what is real and what is Black Mamba's illusions playing tricks on you."

* * *

Puff Adder sighed as he fiddled with the controls of the old television plugged into the wall. "We need to get cable," Puff Adder grumbled, giving up his feeble attempt at finding a decent signal.

"To get cable we have to get a cable company out here. Meaning: we reveal the location of our _secret_ base," Rattler replied, "Kinda defeats the purpose of 'secret'. Think sometimes Adder."

"Can't a man dream," Puff Adder shot back. Puff Adder stood from his seat to lean against the wall, "I gotta a lotta money ridin' on the NBA Finals. Wanna know first-hand if I just lost five grand."

"You need to worry about the call from the Boss like the girls told us to," Rock Python frowned at his fellow serpent.

"Another thing, who put those crazy broads in charge of us anyway," Puff Adder growled.

"Oh I don't know, but I do know that I don't want Mamba to use her dark magic mumbo-jumbo on me," Rattler retorted.

Puff Adder scoffed at Rattler's notion, "Please, I can take all of them."

"You gonna tell them that," asked Rock Python with a smirk on his face.

"Hell yeah," replied Puff Adder.

"Then go ahead," said a chilling feminine voice from behind Puff Adder. The serpent slowly turned around to see the voice's owner, Asp, and the rest of the women on the team. "What's wrong," Asp taunted, "Cat got your tongue?" Puff Adder shook his head, not daring to say a word.

"Have you guys been fooling around this entire time," barked Diamondback, "We've caught wind that S.H.I.E.L.D. has sent troops out here. So be on the lookout."

Suddenly, multiple explosions tore through the walls surrounding the Serpents. "I think they're already here," Puff Adder murmured as Peter and the others rushed through the holes in the walls.

Immediately, the Serpents began to scatter, but found that the S.H.I.E.L.D operatives had thought ahead. The villains soon found themselves isolated from one another, being targeted by the agents.

Bucky pounded Rock Python's hard hide with his cybernetic arm, cracking the stone like skin. Rock Python tried swatting the Winter Soldier, but Bucky's speed far surpassed his, allowing the assassin to plant an explosive under his arm. Bucky backflipped away from Python and triggered the explosive, sending the villain flying back. Bobbi swiftly dodged the electric whips of Coachwhip. Arming herself with her batons, Bobbi rushed Coachwhip, catching the villainess off guard. Bobbi blocked the attacks with her batons, slowly moving closer to her target. Coachwhip lashed out in frustration, managing to scratch the cheek of Bobbi who barely dodged the fatal attack. Coachwhip grinned at her handy work but her expression quickly changed when she saw the gash marking Bobbi's face closing up and disappearing as if it was never there. Bobbi grew a grin of her own and rushed Coachwhip again.

Felicia dodged a spin kick from Diamondback, only for her to miss a sweeping kick of her own. Diamondback flipped away from Felicia's swiping claws, irritating the at burglar. Felicia hastily dodged a diamond tipped projectile her opponent threw once she stood upright. The Black Cat gasped when she felt the warm trickle of blood falling down her cheek. She glared at the smirking Diamondback who wielded more projectiles in her fingers. Daisy fired a seismic blast in front of a fleeing Rattler, forcing him to stop in his tracks. Rattler growled at aimed his tail at her, firing a blast of his own. Daisy rolled out of the way before sending multiple blasts at her foe. The two charged at each other, preparing to attack. Once their attacks contacted, the two opponents were sent flying back.

Puff Adder spat his signature acidic breath, intent on making Captain America onto a puddle. Steve quickly blocked the gases with his shield. Adder began to puff up again but halted when he was knocked back by Steve's vibranium disc. Steve caught it mid air as he flipped over Adder's head and drove the edge of the shield into the Serpent's throat, taking away his balance. Puff Adder began to flail around to throw Cap off of him, running around the room. Dugan yelped as he dodged Asp's barrage of venom blasts. Dugan dived behind a crate, desperately trying to avoid being hit. He reached for his stun gun on his holster and waited for the opportunity to attack. Dugan took aim at Asp from behind his cover, only for the weapon to be shot from his hand by a venom blast. Dugan brandished his gun to make up for the alternative, but ended up with the same result. A confused expression grew on his face when the blasts stopped. He peered over the crate to see Asp standing right in front of it. Asp fired a blast at the crate, destroying it and leaving Dugan free to attack.

Asp fired a blast at Dugan, making the larger man stagger back. She smirked when he fell to one knee, gripping his chest. Her smirk faded when he stood back up as if nothing happened. "Oh you didn't know," snickered Dugan, "I'm entirely artificial. Meaning…" Dugan began to close in on Asp, "Those blasts don't affect me."

Sharon and Yoyo stood their ground against Black Mamba as she tried to escape the battle. Black Mamba scoffed at the two S.H.I.E.L.D. agents, "You really think you can stand up to me?" Darkforce began to seep from Black Mamba, forming a dark cloud around her. Sharon nodded at Yoyo and aimed her stun gun at Mamba. Sharon shot aimlessly at the approaching cloud much to Mamba's amusement, "Now this is getting sad." Suddenly, she felt a powerful force throw her back. She looked up to see Yoyo and Sharon still in their stances, never moving an inch. Mamba outstretched her arm to attack but was quickly halted when a sharp punch struck her down. Frustrated, Mamba reached out with her telepathy to figure out how they were attacking her. "You sneaky tramps," Mamba sneered after finding out Yoyo's powers. She yelped as she was thrown across the room by Yoyo.

"My anaconda don't want none unless you got buns, hun," Peter said jokingly as he dodged Anaconda's large fists.

"Didn't think you listen Nikki Minaj, Webhead," said Coulson, shooting the villainess with his stun gun.

"With all those cameras in my place, I'd assume you'd know everything," retorted Peter.

Peter webbed Anaconda's hands and brought them behind her head, allowing Maria to fire shock pellets into her face. "It's like one of those things you find about a person's interests that's totally left field," Maria commented just as Anaconda broke free of Peter's webbing.

"Like finding that Fury likes anime," Peter joked, webbing Anaconda's face to blind her.

"He does," replied Maria.

Peter stopped jumping around at stared at the two S.H.I.E.L.D. agents, wide eyes, "Wait what!?"

Coulson nodded, "Yeah, and hentai too." Peter was about lose his mind when his Spidey Sense flared in the base of his skull. Peter flipped out of way of Anaconda's attack, putting a few feet between them.

Peter scanned the room to get a better outlook on the fight. Suddenly, an idea crossed his mind. He ran over towards Anaconda, turning on his earpiece, "Guys listen up I have a plan."

Bobbi rolled away from Coachwhip's line of attack, "I know I've known you for a little bit but am I the only one who thinks this might not end as you think it will?"

"Let's hear him out Morse," Steve said throwing his shield into Adder's gut, "Go ahead Spider-Man."

"You guys remember the fight we had with the Fearsome Foursome," asked Peter as he pelted his opponent with web bullets.

"You mean the one where I was left floating upside-down," asked Felicia with a low groan of annoyance remembering the zero gravity hell.

"Not that one the other one," Peter answered.

"Where are you going with this Webhead," asked Coulson.

"We can use their powers against them," explained Peter, "Just like those other idiots."

"I hear you loud and clear," Steve said, "You heard the spider, let's go team!" Peter shot a web strand at Anaconda's back, sending an electrical current; all the while, doing his happy dance for Captain America initiating his plan. Anaconda growled and changed at Peter. She lashed out to punch Peter, only for him to dodge and hit Rock Python instead.

Rock Python flew across the room and into the wall. Peter flipped over Anaconda and over to Asp. Peter used the villainess' head as a dismount, trying to annoy her. His attempts were fruitful as Asp outstretched her arm and fired a venom blast at Peter. Peter nimbly dodged the blast, allowing it to hit Puff Adder. The Serpent stopped his assault on Steve and dropped like a sack of potatoes.

Daisy countered Rattler's blast just as Peter flew over head, "Quake, just like in practice."

Daisy grinned at Peter, "I can try, but I don't think Cap would appreciate me chugging your web fluid."

"Buh-That's not-I," Peter sputtered embarrassed. He glared at Daisy with as he enveloped Rattler's tail with webbing and pulled it back, "You're evil."

"I try," Daisy quipped before releasing a powerful blast at Rattler. Rattler screamed as his body shook from the intense vibrations. His tail thrashed around, taking Peter with him.

Peter cried out as he held onto the tail for dear life, "Ok not like practice." Suddenly, the webbing tore off and Rattler's tail shook, sending vibrations through Peter's body. Rattler flung Peter into the far wall, knocking him out.

"Spider-Man," Steve called out. He rushed Rattler and knocked him out with a bash of his shield.

Mamba groaned as she gained the strength to pick herself up from the ground. "Ok, screw this," she hissed as Darkforce began to seep out of her.

Diamondback spotted the growing, dark cloud fill the room and knew the drill. She kicked Felicia to the ground and began rushing to the cloud, "Society, fall back into the cloud!"

"But what about the guys," asked Coachwhip as she ran into the cloud.

"Screw 'em, let's go," Diamondback retorted as they fled the building.

"We have to stop them," Felicia called, running after them but was stopped by Cap.

"You can't," he insisted, "That cloud could suffocate you." Soon, the cloud vanished and the female members of the Serpent Society had escaped. "Good work team," Steve sighed in relief, "Though the others escaped, we have more than enough Serpents to get some solid information." Steve quirked an eyebrow when he saw Felicia acting quite oddly in the corner of his eye. "Miss Hardy, what's wrong," asked Steve.

Felicia scanned the room in a frantic manner as if she lost something important. She whipped around to face the agents, "Where's Spidey?"

To be continued...

 _That's chapter 19 peeps!_ _Sweet salty christ that took a while. Hey guys, I know you're fed up with my shit and all that lovely jizz. Now in my defense, it is exam week, my laptop is getting updated, and shit. Anyway, I know this the first update all year so I apologize, I'm lazy. But I love you guys and your feedback, I am writing this at like three in the morning right now. Remember to favorite, follow, review and/or share. Also check out my masterpiece_ _ **Dragon Ball: Age of Omega Shenron**_ _for all you DBZ fans. And I'm ecstatic to announce that this story has reached over 100,000 views! I'm so excited, I never thought this would catch on. This may not be big to popular writers but it is huge to me. Thanks to all of you. And check out my Weebly page, where you can give your insight, ask me questions, leave me suggestions, I might even do a video reveal my identity. Or not, you know. Link below. Say goodbye Peter. Peter? Oh yeah, that's right… Author out!_

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